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Annalyn's Lair

I really enjoy being a lifeguard at a waterpark. The pay isn't so
good, but you are getting paid to get a tan. The hours are long and
boring since you are looking at the same thing day after day, but
there is a nice break every now and then in the scenery.
Unfortunately, since there are over 120 days in the summer in which
the waterpark is open, even the most beautiful girls get to be boring.
How's that? Well, after awhile, even the most beautiful girls start
looking the same. I mean they are all around five and a half feet
tall with medium sized breasts in skimpy bikinis that won't stay on in
the wave pool, on the slides, or just about anywhere. From female
perspective, even the most handsome guys start to look the same, as
told to me by the other Head Lifeguard. No, her name is not Annalyn,
it's Cindy. Annalyn is the woman in charge of the tellers taking up
ticket money in the front of the park.

Cindy is what I would call very attractive. She is one of those
that can have her pick of the men, and she chooses wisely. She is, or
actually to be more correct, was twenty-one, being born a month later
than I. She is five-three with the largest breasts I have ever seen.
If I had to guess at the time I would have said that they were about a
38D. Unlike the `Amazons', as we call most of the girls coming here,
the female lifeguards must wear a one-piece swim suit. It looks more
professional, and it doesn't come off during a rescue. Her suit
bulges trying to contain them. She also has the best tan out here.

I on the other hand, am average, being five-ten and 180 pounds. I
am average in endowment (six inches ) and am ( was ) a virgin. Being
a virgin didn't stop me from desiring sex, it just meant that I had no
idea how to go about getting laid. To release my frustrations I
masturbated constantly. I dreamed of doing it with Cindy or any of
the other `Amazons' I saw. Never, though, did I have the guts to try
and get laid on a date. Nor did I really want to. I really wanted to
have a good relationship with a girl first, then I wanted to get laid.
But though chances may have come and gone ( I'll never know for sure,
will I? ), I remained a virgin.

Would I have done it with Cindy then? You bet. She and I had
been friends when we were kids. Then her mom got a new job elsewhere
in the city. I hadn't seen her for about ten years until she showed
up here four years ago. Ever since then we had worked summers as
lifeguards, slowly moving up the chain of command, and spent winters
at the same college. Never had we dated, not that we had had a chance
to, with all of her boyfriends. Instead we were friends. I was
resigned to that doom.

Cindy and I talked alot about relationships between guys and
girls. She was no virgin and let me know it. I, in defense, said
that I was a virgin and was waiting for someone I cared about. She
agreed with me and said that her first time was with someone she cared
about. This discussion went round and round alot since we critiqued
each other's dates as well as the ongoing courtships between
lifeguards. Never though, did we discuss any techniques of
lovemaking, that was too personal. Or at least so I felt. We did,
though, talk about Chris, a first-year lifeguard chasing any and every
bikini, and Sandra, the local bed- anything-on-two-legs Amazon. Cindy
and I were talking about them one day in June under the concession
stand when Annalyn went by crying.

"Can you believe what Chris and Sandra did last night at the
party?" Cindy asked.

"What did they do?" I asked, "I hadn't heard yet."

"Well, what I heard was that she took him out to the bushes and
did it there!" she exclaimed.

"Really? Why not just go to some motel that rents by the hour and
do it there?" I asked.

"Actually I wondered why they didn't just go into one of the
unused bedrooms and do it."

"Probably because it wasn't their house and they didn't want to
cause a stink," I said with a smile, noting my own little joke.

"With her, you are probably right," Cindy said with a small smirk.


"Annalyn," Cindy said. "No, not there, over there by the tent."
She pointed to the green tent under which people could rest keeping
the sun off of them. "She just ran by crying. Looks like she is
headed towards the front."

"Hmph. I don't know. How `bout I go check on her? Will you
cover for me?" I asked.

"Sure thing, Mr. Gentleman," Cindy said, poking fun at my
chivalrous ways.

I walked towards the front of the waterpark following Annalyn. I
could have used our walkie-talkie system ( we use it to maintain
contact with all the different divisions - Lifeguards, Medical,
Tickets, Concessions, Front Office; mainly Lifeguards and Medical use
it, though ) to get her to stop and wait for me. I didn't want to
call any attention to her, though, since she seemed to be crying. She
went in to an unused ticket booth and I followed her to it. I

"What!" she retorted.

"It's me, David."

"What do you want!"

"Can we talk? Face to face, I mean, not through a door."

The click from unlocking the door was my only response. I opened
the door to find her sobbing and sniffling. Her face glistened with
the moisture of brushed away tears. I walked up to her, wiped them
away with my hands, and laid her head on my shoulder.

"Look, even though I'm a lifeguard, and I'm usually wet, I always
have a dry shoulder for you to cry on." Standard line of mine. But
even though it is standard, there is heart behind it, and that is what
a hurt woman needs. She sensed that.

"Oh, it's Tom. He broke up with me today, and then Mr. Peterson
came down on me about this, and the girls in the gift shop want that,
and it just all built up," she managed between sobs.

Annalyn is very different in looks than Cindy. Any guy would go
for Cindy. Annalyn, on the other hand, is average. She is as flat
chested as can be, is about the same height as Cindy, but has long
straight blonde hair as opposed to short, brown, curly hair. She is
also seven years older, though one wouldn't know it by how she looks.

Annalyn continued on between sobs, going from one experience to
another, skipping back again, jumping to somewhere else in the day's
events, and thoroughly just confusing me with who said what and who
did what. Slowly I figured out most of it, though a few parts were
still fuzzy, and calmed her down.

"Silly me," Annalyn said, looking at her watch, "we've been here
almost an hour and a half. You're probably bored too death with my

"No, I'm not. Look, I'm here as a friend and this is what friends

"Thanks for all you've done, but you need to get back to work.
How about I make it up to you and fix you supper tonight?" Annalyn

"That would be nice, and we could take in a movie afterwards," I

"No," she said, pausing, bit her lip, and then continued, "I'd
really like to talk some more with you and if we want to tonight, we
could rent us a movie to watch then."

"Sounds good to me, say eight o'clock then?" I asked. The park
closes at seven, so I'd have to hurry to make it by eight, but I
didn't want to push the time back any further.

"Why don't you ride with me home since you don't know where I
live?" Annalyn counter-offered.

"But I won't be cleaned up."

"That's o.k. I won't be dressed up either," she replied, with a
slight smile on her lips. I didn't catch her hint though.

"Sounds good then. See ya about seven-fifteen," I said. There is
always a lot of work to be done in closing down the park. I'd just
have to start early in doing it and put off the rest till tomorrow.

"Bye then," she said smiling, for the first time that day, I
thought, since I had missed her innuendo earlier. She opened the door
and let me out.

I made my way back to the park and hunted down Cindy ... to tell
her of course that I was back on the job, not to gossip. Yeah, I lie
pretty bad, don't I. Cindy, as any good ole gossipin' girl would do,
asked for the whole story. Me being the gossipin' guy I am, told her
everything that I had figured out.

"So then what did she say?" Cindy asked.

"Nothing, she just invited me over to dinner," I replied.

"Oh, really?." A great big smile broke out on her face, her eyes
twinkled, and she knew what was coming up.

"What?" I asked.

"Nothin'," she said curtly.

"What!?" I asked again, louder.


And with that she walked off. I could get nothing out of her the
rest of the day. She just kept on smiling at me all afternoon long
like she knew something I didn't. I suspected that she suspected that
I was going to try to bed this girl, but I knew better. I mean I knew
Annalyn, we were friends, but I wasn't going to try to lay her as
Cindy suspected. Well, I was wrong about what Cindy was thinking, but
I was right in that I wasn't going to try to lay her.


About seven-fifteen, I met Annalyn in the parking lot and we drove
to her apartment. It was going to be a warm summer's night I could
tell, my favorite kind of night. But it was daylight now and I just
watched the sunset, let the wind from the rolled down windows blow in
my hair, and talked about the day. As it turned out, the rest of the
day for her had not been that bad.

"Oh, really? Well, that's good."

"Yeah, I've been looking forward to tonight since you left,"
Annalyn said.

With that I shifted in my seat a bit, being uncomfortable, and
hoping that she didn't notice a certain bulge in my swimsuit. `Naw,
she wouldn't be thinking of anything like that,' I thought. `I'm just
taking it out of context; she didn't really mean it the way it
sounded,' I rationalized.

"Have you been looking forward to it as well?" she asked.

"Yes, I'd really like to spend some time and get to know you
better. After all, we've been working together for two summers and I
know very little about you," I answered.

"And I'd like to get to know you,"

`and my body' I inserted in my mind.

"a whole lot better. I never felt closer to anyone than today
when you were comforting me."

` I'd like to get you closer to being inside me' I translated,
mentally slapped myself for thinking such things, and made a note that
I'd have to masturbate especially good tonight since I was so horny.
I crossed my legs trying to hide myself from her view.

"Well, thank you. I was just being the friend that I am," I
replied. I actually thought `friend and lover', and received another
mental slap from myself for that.

At about seven-forty-five we drove up to the parking lot in front
of her apartment. She led me upstairs and inside. The apartment was
a one bedroom apartment. You walked in and stood in the living room.
To your right is the kitchen/dining area, and in front of you is the
hall to the bedroom. The bedroom had one bathroom, and second,
half-bath was off the hallway. Of course I couldn't tell that now,
and didn't expect to find it out at all. Instead, I sat at the table
while she fixed spaghetti. I offered several times to help, but the
most she let me do was sit down and drink some tea while she had wine.
Alcohol is not what a hot and thirsty lifeguard wants, at first.
Later on after becoming rehydrated, though and it would be fine to

During supper we engaged in small talk, such as where we were
from, our past, what I wanted to do after my last year of college,
what she wanted to do after her last year of dental school, how Cindy
and I knew one another, etc. She seemed especially interested in the
last one. I guessed that the reason was to find out if she had any
competition from Cindy for me as her newest boyfriend. Again I was

We retired to the couch after putting away the dishes and
continued our talk. I resisted all blatant attempts to turn the talk
to sex. After all I thought, she wouldn't be thinking of that. But
she was. I didn't even take a clue after she turned the lights down
off, leaving only the one by the couch on. I only thought that she
might want a romantic kissing session. Again I was wrong.

"Could you give me a back rub?" Annalyn asked innocently, trying
her last subtle trick to entice me.

"Sure. I love giving them," I said, making a mental note to not
allow her to feel my hard-on as I straddled her ass, reached forward,
and massaged her muscles. I also made a mental note that this night
was going to require several masturbation sessions to relieve me. I
hoped she wouldn't mind being the object of my desires that night.

"Mmmmmmmmm," she crooned. "Ohhhhhhhhhhhh. That feels so good."

I continued to massage her shoulders and neck, then slowly worked
my way down her back. `Wait a minute.' I thought. `Something is not
right here.' I moved my hands back and forth across her back,
kneading it slowly, but firmly. `Something is missing. She doesn't
have a bra on!' I thought. Of course, I'm slow on the uptake. It
took me a few minutes just to figure that out.

"Mmmmmmmmm," she crooned. "Ohhhhhhhhhhhh. That feels so good."
she continued. "Don't be alarmed that I don't have a bra on. My
breasts are too small to sag so I don't wear one."

"Oh." was all I could say. `What is she doing,' I thought,
`Reading my mind?'

"Keep going, it feels so good," she sighed. I was sure she could
feel me hard on her ass, but she made no mention of it. I knew what I
wanted to ask, but my mind kept saying `No, don't ask it!' I wanted
to get up the courage to ask to take her shirt off so that I could
massage her better. I wanted to make love to her to relieve the
building desire in my cock. But I daren't ask or make the move.

"Why don't you lift up my shirt so you can massage my back
better," she requested. As I pushed the shirt up her back, she
reached with her hands and pulled it off. "It would be too
uncomfortable to leave it," she rationalized.

I could feel myself getting wet now. I'm sure it would start
showing through my swimsuit soon, `what am I ....' I never finished
the thought, for she turned over, and under me were the first pair of
real live breasts. Her nipples were soft, big, and round.

"Massage me."

I simply stared, then started massaging below the breasts.

"No, silly. Massage my breasts," she said. I froze. I wanted to
so badly, but I couldn't bring myself to do it. "Have you never done
this before?"

"No." was all I could answer.

"You've never fingered or fondled one of your dates?" She could
tell by my expression that I hadn't. "Here, let me show you how."
She moved my hands to her breasts, breaking the ice of first contact.
I was painfully aware of everything that I felt. Her nipples, so soft
and smooth, now wrinkling, now erect like my cock.

"Kiss me," she said. I leaned over and gave her a soft, gentle
kiss. Annalyn had other plans. While our first contact was soft, she
reached around with her right hand, ran her fingers through my hair,
and drew me deeper into her lips. Encouraged, I ran my tongue over
her teeth, first the top, then the bottom, before exploring deep into
her mouth. Her tongue, now alive and strong, wrestled mine for
dominion over our mouths. I released myself from the contest, and
kissed her neck, shoulders, and by her encouraging hand pushing my
head downward for my first time kissed her erect nipples. Rising from
her small breast, they beckoned to my tongue, my lips, to caress them.

"Hmmmm. Feels sooo goood," she murmured. "Here, take off your
shirt and let me massage you," she offered. From somewhere appeared
suntan oil. I lay down on the floor and she poured it on. It was
slightly cool to the touch, and I flinched. Deeply she massaged it in
me. First on the back, then on the front. Then she too aroused my
nipples with the teasing touch of her tongue and her lips.

"Now you do the same to me," she said. I obliged, and watched her
flinch, arching her back ever so slightly, as I poured the oil on her
back. I massaged it in as well. She turned over, and I repeated on
the front. Her nipples had gone soft again, but rose erect to the
touch of my hands. My cock never felt harder.

"You are improving," she encouraged.

"I, ... I don't want to do anything that would hurt you," I said,
stopping the massage.

"You won't hurt me," Annalyn promised. "Just enjoy. Let me make
love to you tonight to pay you back for making love to me this

"But I didn't make love to you this afternoon," I said

"Yes, you did. You made love to me in a way that every girl
wishes to be loved in. I desire the physical love, too, but it is
unsatisfying without the emotional love as well. Remember that. Just
follow what I do to you tonight and you'll do fine," Annalyn promised.
The last light was turned out, leaving the glow coming in through the
windows as the only source of light.

She then pushed me on my back and slid my swimsuit off, as well as
my jockey shorts. My immense cock, I had never seen it so big - it is
only supposed to be six inches, but I had never seen it so huge and
hard before, popped out and wiggled back and forth. Gently she
lowered her head, allowing her hair to fall on my chest, around my
legs, and by my testicles. It felt so soothing. Gently she kissed my
manhood, licked the beads of love that were on it, and ran her tongue
under the rim and around and around. I felt her part her lips, then
take the head of it into her mouth. She sucked on it for awhile,
teased it again with her tongue, then started kissing the shaft. All
the while her sensuous hair tickled my chest, legs, and balls. Her
kisses came now on the balls themselves, in the joint between them and
the legs, back on top at the head again. I moved my legs further and
further apart, eyes closed, relishing the joy I felt. One foot on the
couch, another on the coffee table; both burning in sensation as she
teased me. Never had I felt so good, so alive. But never did I feel
as if I was going to come. Again and again the waves of pleasure rode
down my legs. I wanted to thrust upwards with my hips in rhythmic
fashion in order to come. But thrusting against what? Annalyn
avoided giving me something to come off against, instead teasing me
more and more. Never did she take me fully into her mouth.

Then slowly, she lessened her attack on my sexual senses. My cock
glistened with the moisture, hurt from her teasing, and desired
immediate, intense


"Enjoy it?"

"Yes," I whispered.

"The first rule in pleasing a woman is to make love to her
emotionally. Then, take it slow as I did in pleasing you. It takes
women longer to get sexually excited, but once they are, it is
impossible to stop them," Annalyn coached. "Take off the pants and do
the same to me."

Eagerly I took off her pants, then white lace panties. I stared
at her blonde pussy hair for awhile.

"What's wrong, David, never seen it before?"

"No, not in the flesh," I said smiling. "You want me to ...."

"Eat my pussy?" she said, finishing my sentence. "Yes, please do
so now, but take it slowly. Most guys try to rush to get in a girl's
pussy. Be slow. Be gentle. Be patient. You'll get to make love to
me soon enough. First you have to excite me!" she coached.

I bent down between her outspread legs, one leg on the couch, one
on the coffee table. I smelt her sex, kissed it, tasted it, then
slowly took my tongue and wove it around her lips. Occasionally I
licked her fully with my tongue; always concentrating on her response
and doing those things that seemed to elicit a moan from her. "Oh,
yes right there, right There, Oh, Oh, yes, Yes, more, More!" were her
cries. Her pussy lips seemed to grow in size to my tongue and I
frenched and fucked her between them with it. My cock was hard on the
floor getting it wet; my head between her legs enjoying the taste; my
tongue in her cunt fucking her as wildly as it could. On and on I
drank. Every time I came up for air, I could see the vaginal juices
shining from the incoming streetlight. I could've looked at that view
of her forever, head cocked to the side, small mounds for breasts with
erect nipples for towers, glistening skin from the oil rubbed on her
body. But each time I came up, she pushed me back into those
delicious lips to excite her some more. My cock envied my tongue.

"Come back up to the ..., oh yes there, There, Ohhhhh, Uhhhhhhh,
Ahhhhhhh AHHHhhhhhh," she screamed as her hands drove my tongue into
her wet beautiful pussy so far that I could scarcely breathe. Her leg
muscles tightened. "Yes on my clit, french it there!" I figured out
that the little nob of skin protruding from the surface above her lips
was her clit. I had read about its effect on women and now saw that
effect for the first time. "more, More, faster, faster, Yes, YES
YES!!!" She screamed as she came.

She slowly relaxed, and as I continue to eat her she started
towards another orgasm. My tongue, tired though as it was, continued
to french her clit. Seeing its effect on her the first time, I wanted
to please her as intensely again. As she neared her second climax,
she screamed "Put yourself in my pussy quick! Make love to me!"

I excitedly obliged. While I was positioning myself, she reached
down with one hand and fingered her clit, then when I was ready,
guided me in with her hand. Her vagina was exceedingly tight, but was
wet with her sex juices. She squeezed my cock with her vaginal
muscles and I began pumping. She placed her hands on my ass and
pulled it towards her in rhythm with my pumping. I was so excited
that I exploded into her in the biggest orgasm I ever had almost
immediately and stopped moving.

"No, don't stop, keep going! Keep going!" she said. I tried to
continue gliding in and out of her as she moved her hips in rhythm
with me. "Ohhhhh, Uhhhhhhh, Ahhhhhhh, AAAHHHHHHHH!" she cried in
orgasm again. Her hips fell to the floor, and I rested on top of her.
"Pretty good for a virgin," she whispered. I just smiled, my head
between her breasts, my face covered in her sex.

We must have fallen asleep, for when I awoke, it was after
midnight. I looked at her face in the city's night lights, and in
that moment loved her. I picked her up and carried her into the
bedroom, slipping her into the sheets gently, trying not to wake her
too much, and climbed in after her. I fell asleep after erasing the
mental note to masturbate that I had made earlier, ... since I now had
a lover.

Annalyn was my first lover, and she taught me how to make love to
a woman. Though we dated for about another two weeks, and had many
love making sessions in those days, nothing came of the relationship.
I broke it off because I wanted to make love to someone special, not
just for the sake of having sex. I felt our relationship had just
turned from friendship to sex. Though we remained friends, we never
were as close. But what I did learn from Annalyn, I applied to my
next lover.

End of Story

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