This is a work of fiction, containing graphic sexual imagery and
situations.  If you are under 18, or if it is illegal to read such works
in your area of the world, do not read further.  If this may offend you,
don't read on.
	This story contains:  m/f, teen, masturbation, and other similar
types of naughty bits.
	This story may be archived anywhere as long as it is accessible
free of charge or is for private use.  You can't sell the rights to see
this story or pass it off as your own, because this is copyright 1998 by
Katanya.  All rights reserved, too.
	This was my second story to a.s.s., posted in December 1998 and
originally intended to be the first part of a two-part story.  I've
dropped the idea of a second part, so this is the entire thing.  Due to 
some very stupid typos, this was revised in November, 1999.
	Any comments are certainly welcome.

---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---

MARSHA'S NIGHT OUT
By Katanya
------------------

Marsha's lips wrapped greedily around his stiff cock.  Andy leaned
against the wall and moaned deeply.  He grabbed her head and yanked it
towards him; he'd tried to keep himself under control but realized now it
was impossible. Andy's prick jerked back and forth between Marsha's wet
lips, her tongue darting over the swollen head.  She tasted his salty
precum and felt his fingers grabbing at her hair, trying desperately to
get her mouth to take him all.

From behind her, Marsha could hear the faint rhythm of some old Boston
song.  Must be someone outside, she thought distantly.  The music got
stronger. Andy was groaning and grinding into her, his shaft swelling
larger.  Marsha tried to ignore the pounding beat of the music, but
couldn't.  Something didn't seem right.  She released her animal grip on
Andy and turned around.  It was a giant red, blinking number 7.  "What
the fuck?" she thought.  Then she woke up.

"Shit."  Marsha cursed and tried to yank the alarm clock out of the wall 
socket.  Only after a couple of minutes did she dare to look at the clock 
again.  7:12.  The bus for the field trip left at 7:45, and she knew if 
she didn't get up now, she'd be screwed.

This was her second year of high school and already she felt stressed out.  
Last semester she had let herself be talked into enrolling in Advanced
Biology. Everyone had said it would be helpful for college, and she had
liked biology, so why not take the advanced level class?  Marsha had
concurred.  Now, three months into the semester, she realized her mistake.  
A whole year of early field trips, days spent wading in the muck of a
dismal little creek, and a teacher whose over-active imagination and
starched-collar morals were enough to make even the saintliest of people
nervous.

The only thing that had made the class worthwhile was Andy.  He had been
in almost all of Marsha's classes since 6th grade, and at 15 had turned
into what passed for the local rebel in their small Kansas town.  His car,
an old green-brown Buick, had "Anarchy forever" spray painted on one side
and "Jealous?" on the other.  His attitude and rebellion didn't impress
Marsha, though.  The way he filled out his jeans did.

On this trip, like others, the regular biology class tagged along with the
advanced one.  Andy, in the first class, was prone to sitting in the back
of the bus during the trips and hardly doing anything.  As Marsha grabbed
clothes out of the closet, she made up her mind to go straight to the back
of the bus and sit next to Andy.  She couldn't get the dream out of her
mind.

As Marsha drove her old Chevy to the high school parking lot she realized
how absolutely horrible the day could turn out to be. The last field trip
was at 4:30 am, and consisted of sitting in a cold, wet duck blind and
waiting for prairie chickens to mate.  Today it was a trip to the Missouri
river wetlands, which was even more time on the bus with Andy, but if
Andy wasn't interested then it was several hours of boredom.

The thought of Andy not being interested hadn't crossed her mind until
then.  As she hopped out of the car she glanced down at her old clothes.
She always wore the same old pair of jeans and some old shirt on these
trips;  Mr Waverly, her teacher, was often inclined to send his students
out to wade in the mud and muck.  Her jeans were far too tight, having
been her good pair back in 7th grade.  Now at 16 she was not much bigger
than at 12, but had filled out in a lot of places.  Only 5 foot 2, she had
stopped growing in height by the time she was 11, but had made up for it
in curves.  Her small waist looked even smaller above her round, full
hips.  Her breasts had swelled fetchingly, occasionally warranting
comments from her horny fellow students.  Marsha glanced down and noticed
her old t-shirt was just small enough that it stretched tightly over her
tits;  she self-conciously gathered her windbreaker around herself to
cover her hardening nipples.  Once again, Mr Waverly picked a cold autumn
day to drag his students all over the country.

Marsha didn't bother to go to her locker, and just hopped on the bus as
soon as she got out of her car.  She was startled to find that even at
7:30 she was one of the last ones to board the bus.  The bus was an over-
sized one, with the back seats not as wide as the others.  Andy was, as
always, sitting alone in the back.  Amanda was sitting in the seat across
from him.  Marsha's spirits rose;  Amanda had been a friend for a while
and she could use her as an excuse to sit next to Andy.

"Mind if I sit here?" Marsha asked Andy.  She felt the odd sensation
that one often feels when looking at someone they just dreamed about.
It was as though the look on her face would give it away.

"Go ahead," Andy said.  Marsha almost cheered.  

Andy added, "Mike's not coming anyways," and shrugged.  It was obvious
then that he didn't care who sat next to him, and Marsha felt let down.

Sitting on the edge of the aisle, Marsha and Amanda talked all through Mr
Waverly's instructions and through the first hour of the trip. Amanda
had been labelled the school nympho ever since she sprouted huge tits back
in the 5th grade.  She was blonde and curvy and had been fucking anyone
she could since she was 13.  No matter where they were, Amanda would
always be talking about sex.

"I had another dream about Andy," Marsha whispered to Amanda.  Her face
was flushed.

Amanda thought this was exciting news. "Why don't you ask him out?  I
think he's the kind that will fuck you.  At least some of the other girls
have said so."

Marsha's face turned deep red.  "He doesn't even notice me.  I'm
like the school geek and he goes to college parties and listens to
the Dead Kennedys.  I just don't fit in with his crowd."

The conversation turned to Amanda's date last night.  "I haven't even been
to bed yet," Amanda giggled.  "It was a real wild ride."

Amanda got a look on her face.  "Hey Andy," she called over Marsha's
head.

He turned from the window.  "Yeah?"

"I went out with Jerry last night.  He said he knew you."

"Hey yeah, Jerry Gillespie?"

Amanda nodded.  Marsha knew this Jerry guy, too -- she'd walked in on him
and Amanda just last week -- and all three started talking.  Marsha was a
little disappointed that they only talked, but she didn't have the
confidence to initiate anything herself.

Amanda moved over to Marsha and Andy's seat.  Being smaller than usual the
seat was very crowded, so Amanda giggled and sat on Marsha's lap. Marsha
tried to be non-chalant when she put her hand on Amanda's thigh, but it
didn't work.  Amanda sighed and Marsha moaned under her breath.  The two
knew that some day they were going to have to explore that feeling.

Andy grinned a little but said nothing.  Mr Waverly stood up at the
front of the bus and said that there was only 20 minutes until they got to
the state park, but another 20 minutes of driving in the park to get to
the site they were heading for.  He was an uptight conservative but his
overdeveloped sense of morality made him naive.  He didn't realize that
Amanda and Marsha might be doing anything illicit and didn't even look
twice when he saw Amanda on Marsha's lap.  He sat down and Marsha started
to slide her hand slowly up Amanda's shirt.

Amanda as usual was not wearing a bra.  She turned a little bit and was
hidden by the back of the seat in front of them.  Amanda squirmed and
Marsha gasped as she let her fingers brush lightly over Amanda's hard
nipples. Andy leaned and whispered close to Marsha's ear, "Someone's
coming," and in less than a second Marsha's hand was out of Amanda's shirt
and laying innocently on the seat.

Amanda wiggled her ass for a second before hopping back over to her seat.  
Karl, a tall boy with a very nerdy image, approached Amanda.  The rumors
were that this nerd with bad hair was actually hung like a bear, and
Marsha knew Amanda was about to find out.  Karl sat next to Amanda,
talking more to her tits than her face. It wasn't more than a couple of
minutes before Karl's hand was where Marsha's had just been.  Marsha
sighed inwardly and tried not to squirm in her seat.

Andy looked at her.  "I didnt know you were a dyke," he said, but not
unkindly.

"I'm not," Marsha said, still flushed.  "I just have the hots for
Amanda.  If you must know, there's a guy I'd rather be groping."

"Lucky guy," Andy muttered.  Marsha glanced up and realized he was
staring at her shirt.  She looked down, thinking for a second that Andy
was reading whatever was written on it.  Then she realized what he was
looking at.

She reached over and laid her hand on his knee, and slid it up his leg
slightly.  She looked down and saw a stirring in Andy's pants.  Marsha
closed her eyes and tried to remember she was on a school bus, until Andy
leaned over and put his own hand between her legs, just above the knee.

The rest of the ride there Andy and Marsha made out as best they could
without anyone noticing, Marsha slowly rubbing her hand up and down the
large bulge of Andy's crotch, and Andy sneaking his hand up her shirt
and fondling her firm breasts.  The time passed quickly, and it seemed
only a few minutes before they were at the wetlands.  A few times they
managed to make contact, and once they shared a hard, fast kiss behind a
shelter, but the thought that they might be caught, which would usually
add to the excitement, was only a burden today.

Back on the bus, Andy quickly unzipped his pants before anyone noticed.
Marsha got nervous.  She wanted him badly and was sure that if anyone
looked they'd see a huge wet spot on her jeans.  But she didn't want to
get into deep trouble, either.

Andy grabbed his duffel and sat down.  She realized that Andy's duffel
was laying so that unless you were looking down from the roof of the bus
or from outside the back door, you couldn't see the crotch of his jeans.  
Marsha glanced around.  Amanda and Karl were heavily occupied, and Mr
Waverly was up front, talking to the bus driver.  Marsha was sure that no
one else around their seat, even if they could see what they were doing,
would care.

Andy reached down and pulled his hard prick from his jeans.  Marsha
stared. She'd only seen one guy's cock before and Andy's was much bigger.  
He was a good 8 inches long and quite thick.  He took her hand and laid it
on his throbbing dick.  Marsha bit her lip and tried to keep from moaning.  
Her hand couldn't go all the way around his shaft and she was desperate to
feel that large thing inside her.  Her hand ran up and down his rod,
loving the softness of the skin and the rigidness underneath.  The tip of
Andy's cock was swollen and red, and as Marsha stroked him, small drops of
precum formed and dripped to the bus floor.  Andy ducked his head down
behind the seat and clenched his eyes closed fast.  Marsha was passionate
about her work.  She tried to keep from moaning because she didn't want to
attract any attention, but the sight of her hand around Andy's twitching
shaft was almost too much for her.  Suddenly the tip of his cock swelled
in Marsha's hand and Andy lurched, shooting his thick cum all over
Marsha's hand and onto the back of the seat in front of them.

Andy and Marsha leaned in close together and talked for the last two hours
of the trip back home.  Surreptitiously they'd try to sneak a grab or a
kiss but knew it was pretty risky, considering what they'd already done.  
By the end of the trip Marsha was about ready to burst and Andy was
almost unable to walk -- he'd spent almost all of the 2 hour trip just as
hard as he was before Marsha jerked him off.

They left the bus and walked over to the parking lot.  "Can I give you a
ride home?" Andy asked.

"Oh!  Uh..." Marsha thought for a moment.  She glanced at her Chevy in the
lot.  "Well my car is right here," she said, pointing to it. But she was
talking to his back; Andy was walking off. "SHIT!" she thought to
herself.  "He must have gotten the wrong idea when and thought I didn't
want to go home with him.  Fuck."  She closed her eyes and tried not to
think about another lonely weekend spent with her fist.

***

Marsha went right home, unloading her backpack on the kitchen table and
heading upstairs to her room.  Her bedroom was above the living room and
she could hear her dad watching Wheel of Fortune.  The TV turned off a few
minutes later and her parents called up the stairs that they were going to
a friend's wedding reception.  Marsha thought quickly.

"I think I might go to that science fundraiser tonight, then," Marsha
called back down to her parents.  "After the fundraiser I might be able to
stay and work on my science project." She didnt have any intention of
doing research on a Friday night, but the thought of getting out of the
house was appealing.  Her parents hardly noticed what she said, and left
without a word.  

Marsha grabbed some clothes and ran down the stairs to the kitchen.  She
saw a $20 bill on the table and a note from her parents.  It said they
might be gone all night;  this was too good to be true.  She was sure
they'd return late that evening, so she figured she'd need an alibi.  She
called Amanda.

"Sure thing, hon," said Amanda.  "Karl's coming over tonight at about ten,
but you're welcome to come on by yourself.  You don't have to bring a
guest, either."

"I might, but I'm hoping to catch Andy and pick up where we left off."

Marsha hung up the phone and jotted down a quick note to her parents
explaining that she'd be at Amanda's tonight after the fundraiser.  She
left the $20 bill with the note, hoping that her parents would assume that
if she didn't take the money she wasn't going out and partying.

After the long day of wading in a marshland, she knew she needed a bath.
She also knew she'd have to frig herself off, and figured a bath was the
best place to do it.  Marsha ran a hot bath and crumbled up a couple of
squares of rose-scented bath bubbles into the water.  They were the
standard two-dollar Christmas gift that she bought for when the school
made them exchange gifts, but this year she kept it for herself.  She slid
into the hot, soapy bath water, letting the bubbles run over her body.  
The slickness of the bubble bath always turned her on, and after her
frustrating bus ride, she was more than a little horny.  Marsha imagined
the bubbles tickling her pussy lips and moaned.  Burned in her mind was
the image of Andy's huge cock shooting his load, and all she could think
about was how it would feel inside her.  She was a virgin but not by
choice.  Her only serious boyfriend was too nervous to go through with it,
although he wasnt shy about licking her wet slit with his tongue.  He
wasn't doing it right, she thought, because as good as it felt he never
made her come.

Her index finger pressed deeper and slipped easily inside.  She was
sopping wet.  Her hips bucked involuntarily when she slid two fingers
inside herself.  She closed her eyes and let her other hand roam across
her hard, dark nipples. Her head dunked under the water a bit as she
spread her legs and began to thrust her fingers in as deep as she could
into her dripping cunt and then slide them slowly back out again.  It was
hard to keep control and after only a couple of strokes she stopped
trying.  As her fingers thrust in and out of her pussy faster and faster,
her other hand slid down between her legs and flicked lightly over her
poor swollen clit.  Her hands worked furiously and desperately until her
entire body jerked and lurched, her pussy spasming around her fingers and
her clit twitching away.  She realized the water was over her ears and if
she made any sounds, she didn't hear it... but the neighbors might have.

As she let the waves of her orgasm roll over her she realized she heard a
noise outside the bathroom door.  "Shit, what if my parents are back?" she
thought and sat straight up in the tub.  Fortunately, it was just the
phone. Jumping out of the tub she ran into the kitchen, hoping to catch
the caller before they hung up.  Maybe tonight she would get to do to
Amanda what she just did to herself, she thought, remembering Amanda's
invitation.

"Hello lover," Amanda said huskily.

"Hi, Amanda.  I knew it was you."
  
"You sound breathless.  What have you been doing, you naughty thing?"

"You know exactly what I've been doing, Amanda.  Today didn't go well."

"From what I saw on the bus it went very well.  Why are you home, and why
is Andy here?"

Marsha stopped.  "Andy is at your house?"

"No silly.  At the science fundraiser.  We're setting up, just like you're
supposed to be.  I thought you said you were going to try and pick up
where you left off?"

Marsha didn't even blink.  She knew she was supposed to be there at any
science function -- she was the science club president -- but after the 
scene in the parking lot she'd decided to not show, and she told Amanda
just that.

"Well Andy isn't staying for the fundraiser.  In fact, I think he's
going home in a few minutes.  He hates to waste a good evening alone
without his parents."

Marsha could hear Amanda's grin over the phone.  Andy at home, alone,
without his parents.  Marsha's parents thinking she was spending an
innocent evening at a fundraiser.  Marsha felt giddy.

"Gotcha.  I just got out of the tub, I need to go get ready."

She heard Amanda say something about her wet body as she hung up the
receiver.  She'd apologize for hanging up on Amanda tomorrow.  Right now
she had other things to think of.

***

Marsha furiously rubbed her hair with a towel as she ran upstairs to get
dressed.  She grabbed some clothes from the closet and went to her dresser
for some underthings.  She'd once bought a set of lacy black undies in an
attempt to get her old boyfriend to fuck her, but even that didn't work.
Still, these were her sexiest items.

Marsha glanced up at the mirror on the dresser and looked at her
reflection.  Being so short she never felt as pretty as the other girls in
school;  she always felt stocky and unattractive.  But today was
different, she realized, as she looked at her naked body.  Her touseled
brown hair rested on her broad shoulders.  Her breasts were much larger
than one would expect on such a small body, and they jutted out delicately
from her body.  The nipples were a dark pink against pale skin, pointing
slightly upward.  Her hips were firm and full.  The dark patch of hair
between her legs was soft and curly, and her pussylips hung down just
slightly from below her hair.  Marsha's hand slowly ran across her soft
stomach to her thighs as she began to feel the tinglings of horniness
again.

Shaking herself out of her reverie, she grabbed the frilly black panties
and bra.  The panties were a stretchy lace material, which showed more
skin than cloth.  The bra matched the pattern, and was made of a
see-through fabric with some velvety black flowers placed in strategic
locations.  Marsha decided to wear a short black skirt and silky blue
shirt -- really, the only good date outfit she had.  Grabbing her purse,
she headed right out the door.

***

It didn't take long for her to get to Andy's.  His old car was sitting
out front so she knew  he was home.  His house wasn't fancy or big, but it
was clean and nice, and it looked to have a nice deck on the back.  Marsha
hopped out of the car, ran up to the door, and knocked.

"Andy, it's me.  Marsha.  Can I come in?"

Andy appeared on the other side of the screen door.  "Uh, sure," he said.

She hoped she wasn't interrupting anything and it looked like he was just
watching some TV, but she figured she should ask.  "Did I come at a bad
time?  I wanted to talk to you..." she trailed off.

"Nah, I wasn't doing anything.  What's up?"

Stammering a bit as she spoke, she tried to explain that she didn't mean
anything in the parking lot.  "I'd really like to, I dunno, hang out
tonight or something.  With you.  I've got the whole night free."

Andy's head was in the fridge, searching for something.  He glanced back
at Marsha and grinned slightly.  "Sure.  I thought you were giving me the
cold shoulder in the lot though.  Then I wondered what kind of girl gives
a hand job and doesn't want anything in return."

Blood rushed to Marsha's face.  "I... I wasn't trying to be a tease..."
she started.

Andy walked over to Marsha and put his finger on her mouth to shush her.
"I know.  That's not what I meant."  He looked at Marsha, really looked at
her, for the first time since she got there.  "You look great.  Did you
wanna go out tonight or something?"

"We could.  I dunno, I'm not in the mood for anything.  Oh yeah, Amanda
invited me over, and she probably wouldn't mind if you came along..."

"I've heard of Amanda's parties," said Andy.  "I don't think I'm in the
mood for that tonight.  At least, not in the mood for a group thing."

Andy had taken a beer from the fridge and was heading for the living room.  
Marsha glanced at the TV and realized she had interrupted something:  
Andy was watching the porn channel.  Marsha stood motionless in the
doorway as she watched a tall, muscle-bound man with a huge prick start to
jack off.  His hand gripped his cock tightly, slowly moving up and down
its length.  The man's other hand grabbed a bottle of something, it must
have been baby oil, and squirted it on his cock.  The camera slowly crept
in, focusing on his glistening shaft.  He began to thrust with his hips,
grunting with each stroke and running his hand faster and harder, back and
forth.  Making an "O" out of his thumb and middle finger, the man
jerked at his swollen tip, yanking on his prick so fast his hand was
almost a blur. With a huge growl the man came, shooting his cum at least a
foot ahead of him.  His rod kept jerking and twitching in his hand as the
scene faded out.

Marsha was holding on to the back of the couch Andy was sitting on.  She
hardly heard him when he told her she could sit down.  When Andy turned
around, he lightly touched Marsha's hand to get her attention.  She jumped
and squealed a little bit.

"Sorry, I guess I should change the channel," Andy said.  He quickly
flipped the TV to the weather channel.  Marsha walked around the edge of
the couch and sat down next to him.

"I didn't mind what you were watching," she said.  "I kind of liked it."

Andy grinned.  "My parents are cool.  You don't find a lot of 15 year
olds who can watch porn all the time."

"I keep forgetting you're younger than me," said Marsha.  She sighed.
"I'm probably really dull to you.  You go out and have all these cool
friends and get to do anything you want, and I sit at home all weekend and
have to lie to my parents to get to leave the house."

Andy had been staring at Marsha's body as she spoke.  Her short skirt
was high enough that he could not only see her soft, smooth legs, but also
the upper side of her hips.  She'd left enough of her shirt unbuttoned
that the swell of her breasts was visible.  From where Andy was, he could
see a lot, and he wanted to see more.

"You're not dull," he said, moving his hands over her legs.  "You look
hot.  Amanda said you were a virgin, but she's gotta be full of shit."

Marsha's whole body stiffened.  She couldn't believe Amanda had told Andy
that!  A guy like Andy wouldn't want to fuck a virgin like her, it would
be ridiculous.  She was older than him, for Christ's sake.  

Andy brushed the hair away from her neck and lightly kissed her neck and
shoulders with warm lips.  She inhaled quickly and felt goosebumps
creeping up over her body.  It took a lot for her to push Andy away.

"She's right.  I don't think I can pretend I'm not a virgin, so it would
be better if you just knew it now," Marsha said, unable to look him in the
eye.  "I'm sorry."

"I don't care what you are."

Marsha looked up just as Andy grabbed the back of her head and pulled her
towards him.  His mouth pressed against hers and his tongue darted across
her lips.  Marsha moaned as Andy began to caress her legs again, moving
up along her outer thighs.  His hand found its way under her skirt and
between her legs, darting across her damp slit, teasing her.  His cock
was hard, straining against the zipper of his jeans.

She reached over and slid her hands under his t-shirt.  His chest was hard
and warm.  Andy pulled away for a second, just long enough to take off
his shirt and toss it on the floor.  As he did, Marsha started unbuttoning
her blouse.  At the final button, she untucked her shirt from her skirt
and threw it onto the floor as well.  Her tits were barely contained by
her skimpy black bra, and her nipples were rock hard.  She felt her pussy
getting hot and she was surely dripping wet by now.

Andy scooted the coffee table in front of the couch over a few feet and
sat on the floor.  As Marsha stood to join him, Andy reached up and
cupped her soft asscheeks in his hands.  Quickly sliding his hands under
her panties, he pulled them down, catching a glimpse of her pussylips.
Marsha spread her legs and knelt down over Andy's waist as she unhooked
her bra.  Her large tits tumbled out and Andy reached up to caress them.
Marsha felt Andy's cock beneath her as she squirmed.  She was still in
her little black skirt as she started grinding against the crotch of his
jeans.  She gasped as Andy's hand found her slit beneath her skirt, his
fingers gently parting her sopping wet lips.  Thrusting almost
uncontrollably she slammed her cunt on top of Andy's hand, forcing his
fingers inside her.  Marsha grunted and ground her hips.

With his fingers buried in her hot little twat, Andy sat up and rolled
Marsha onto the floor.  Her skirt was bunched up around her waist now and
her pussy was completely exposed.  Andy kept thrusting his fingers in and
out of her, her hips meeting him with each thrust.  He lowered his head
between her legs and watched as his fingers disappeared into her tight
slit.  His tongue snaked out of his mouth and found her clit, a small,
swollen, red little knob that trembled when he grazed it.  Marsha arched
her back and moaned again.

As his tongue licked at her clit, his hands crept down to his jeans and
quickly undid them.  His rod was aching from its confines.  He lifted his
head from her crotch and dropped his jeans around his knees.  Marsha sat
up and wrapped one hand around his cock like she had on the bus.  This
time, his huge member seemed even bigger, and the entire tip was wet with
precum.  Marsha leaned forward and licked the tip clean.  His juices
tasted salty and thick and warm.  She ran her tongue all around the huge
tip of his shaft before sliding her mouth over his cock.  She took both
her hands and wrapped them around his shaft, grasping it tightly, and
moved her hands and mouth back and forth over his prick.  Marsha made a
gutteral little moan as she sucked his dick.  Andy's knees quavered as he
felt her hot mouth around him.  While he knew she was a virgin, he also
knew she was no innocent, and she'd done this before.  His hands gently
wrapped around the back of her head, and tangled in her hair.

After a few minutes Andy pulled her lips and hands away from his prick.  
He stepped out of the jeans that had been laying around his ankles and
knelt down in front of her.  In one quick movement he had Marsha's skirt
unhooked and lifted up over her head.  She was completely naked now, soft
and warm as she leaned forward and grasped his cock again.  He leaned into
her, forcing her back down on the carpet.  Slowly he laid on top of her,
trying not to squish her;  his mouth found her tits and he nibbled on her
nipples.  One hand softly squeezed her breasts while the other went back
down between her legs, his palm resting firmly on her clit, his middle
finger rubbing her moist slit.  He slid his finger inside her, surprised
to find less resistance than before.  She was incredibly hot and wet and 
her cuntwalls twitched around his finger.  Marsha's hand, still on his 
shaft, became more urgent.  Wiggling her hips around, she started to guide 
his cock toward her virgin pussy.

Grabbing his cock, he positioned it just slightly between her swollen
labia.  She'd begun to buck her hips, writhing and desperate for him to
fill her cunt.  Andy grabbed her waist just above the hips and lurched
his ass forward, driving his rod into her a few inches.  Marsha gave a
quick yelp, then wrapped her hands around his ass and tried to draw him in
further.  His prick throbbing, he knew he should try to keep from hurting
her but he couldn't wait to feel her wetness around him.  Sliding back out
just a bit, he thrust back in.  There was some resistance this time.  He
grunted and slid back out a few inches, and, unable to control it anymore,
rammed his huge rod into her as hard as he could.  Marsha screamed and dug
her nails into his asscheeks as he buried his cock almost entirely inside
her.  He slid back out and again slammed into her, driving himself even
farther inside her tight pussy.

Marsha's head was tossing back and forth, her legs spread far apart and
her hips bucking against him.  She bit her lip and closed her eyes,
feeling the familiar tingle and inevitability building up in her cunt.
Andy's cock was buried so deep inside her she didn't think she could take
any more.  He was so huge in her small pussy that she could feel every
twinge and every shudder, and the ridge of his cock seemed enormous.
Andy began thrusting into her faster and she let out a cry.

He knew she was cumming and it drove him crazy.  Her cunt shuddered and
her body shook.  She thrust her hips up against him, engulfing his dick
completely as his balls slapped against her ass.  Her tits bounced heavily
with each thrust.  She twisted and writhed on the carpet, moaning
incoherently as the waves of her orgasm pulsed against Andy's immense
shaft.  Kneeling slightly, Andy grabbed her ass with his hands and lifted
her hips up off the floor.  He could see his cock disappearing inside her
and he swore he could see her labia twitching around him.  She was
dripping wet and it ran down between her legs, gushing out slightly with
each thrust of his cock.  Squeezing his fingers into her flesh, he held
onto her tightly as her orgasm began to subside. He wasn't about to stop
now and his pace increased.  His balls were drawn tightly up against his
body as he jammed his stiff prick into her slit again and again, growling
and feeling the tenseness bulding up in his balls and abdomen.  Marsha
kept wriggling her ass and moaning as Andy slid in and out at a maddening
speed.  He growled and gasped as his cock swelled slightly and began to
spasm, shooting hot cum into Marsha's still pulsing pussy.  He pounded and
pounded into her until his balls ached.  He could tell her cunt was filled
with cum;  his prick felt hot, surrounded by her taut cunt muscles and his
steaming cum.

He pulled his softening cock out of her and lay down on the floor,
exhausted.  Marsha rolled over and softly licked at his shaft, tasting his
cum and her juices both.  She lay between his legs, and rested her head on
his stomach.  She was tired now but knew the evening had barely begun.