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Annalyn's Lair

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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 knocked.

"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 rambling."

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

"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 asked.

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

"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 have.

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 wrong.

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 afternoon."

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

"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.

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