I had come over to Terese’s place, embarrassed and upset, to tell her my tale of woe. Terese, a personal trainer, is my best friend.

“Sounds like he was being nice,” she said, puzzled.

We were drinking strong tea in her living room. “He was! Clay’s a sweetheart. But, T, I’d just sucked his cock and then asked him how it was — and he said that.” I blushed, like I’d blushed earlier with Clay.

Terese sipped the aromatic tea. “Why did you ask?”

“Because I wanted to know! We’ve been going out for two months, and the sex has been great. But he’s, well, the first guy I ever went down on.”

“For real?” She sounded aghast.

I looked into my teacup. “Yes.”

“Wow.”

I supposed she had a right to that wow. I was no prude. At 24, I had amassed an extensive sexual history. Terese and I had even traded boyfriends more than once. Somehow I had always been shy about blowjobs, but I had tried to work through those feelings with Clay.

“Did he come?”

“Oh, yeah,” I said emphatically. I had dutifully kept my mouth on him the whole time, determined to swallow every burst of his cream. The intensity of the flavor had been a bit shocking, but I’d enjoyed it.

“If he came, he liked it,” she pronounced, like that settled the matter.

“I don’t think it’s that simple. After two months, I’m familiar with Clay’s orgasms. I know when he’s enjoying something. Today he seemed to be… forcing himself.”

“Forcing himself to enjoy getting blown? C’mon, Jane.”

“I’m serious. He fidgeted. He squirmed. I think he even flinched a few times.”

Terese drummed her fingernails on the side of her cup. Her pretty face tightened in concentration. Finally, she said, “Okay, you need to show me what you did.”

“Show you?”

She swept out of the room and came back a minute later holding a dildo. It was, I noted, about the size of Clay’s hard cock.

“Take this,” Terese said, “and show me how you blew him.”

Giggling with surprise, I took the thing. It was plastic, but with a strangely fleshy texture. Elastic straps dangled from its base. “You can’t be serious,” I said.

“I continued to stroke him with my tongue as my mouth slid over his plump head.”

She sat down next to me and squeezed my knee. “Jane, I’ve sucked a lot of cock in my time, and it’s something I’m good at and appreciate. Let me give you pointers, if I can.”

Still feeling like this was a prank, I held the fake organ before my face. I tried to imagine it was Clay’s lovely staff. The toy was realistically shaped, with a slight upward curve, a substantial cockhead and a vein — lined shaft.

“Okay,” I said, not feeling at all sure about this.

But Terese wasn’t punking me. She watched with an earnest expression as I put my mouth on the rounded crown. The plastic had a neutral flavor. With a soft moan, I lunged forward and swallowed as much of the thing as I could all at once. My gag reflex kicked in about three — quarters of the way down; I choked and backed off.

I tried again. And again. I was determined and stubborn, but I didn’t get anywhere near to deep — throating Terese’s toy.

She stopped me. “All right. Yes, there are some problems. You’re going at it with the wrong attitude, for one thing. Look… ” She took the dildo, then gave me a naughty look. “Will you trust me on this? I can offer some advice, but it calls for drastic measures.”

“I trust you,” I said, a weird thrill singing through me.

Terese stood, unzipped her skirt and tossed it aside. She wore tiny black panties. Her legs were fantastically toned, but she still had a pleasing, womanly figure. Expertly, she used the elastic straps to attach the dildo to herself, so that the cock wangled before her like it was a natural part of her body. The base was positioned perfectly, so that every movement and nudge of the toy would give her an indecent jolt of pleasure.

Only then did it occur to me to ask, “What’ve you got a strap — on for, anyway?”

She didn’t bat an eye. “Because sometimes I like to bring home women and fuck them. Don’t worry, I’m not planning to plow you.” She stepped in front of me where I sat on her couch. “I want you to go down on me.”

“What?” I was still processing the fact that my best friend had just told me she liked sex with other women — not that I objected to the idea.

She held her “cock” in her hand and brushed it against my already wet lips. “Suck on this. First, lick my cockhead.”

Her tone did something to make my knees go weak. Glad I was already sitting, I obediently put out my tongue and gave the crown a few licks.

“Slowly,” Terese purred above me. “Swirl it like a tasty lollipop. Yeah, good.” After I’d bathed it, she said, “Now start sliding your mouth over the crown and down the shaft. Take your time. Make sure your teeth are tucked behind your lips. Keep using your tongue; stroke the staff. Yeah, that’s good.”

She said the words as if she could actually feel my tongue caressing her shaft. Despite myself, I felt a rising excitement, as if this were a real sex act instead of a lusty lesson. I lifted my hands and ran them up her bare legs, feeling the pronounced muscles, so similar to Clay’s strong thighs. I told myself this cock was his. My eyes drifted closed. My imagination took over. I could almost taste him now, that manly flavor that had thrilled me earlier.

“Ease your mouth lower onto me,” Terese instructed. “Don’t break the circle of your lips. Feel my cock working back over your tongue.”

My swirling tongue stayed busy as the cockhead headed toward the top of my throat.

“Sink your cheeks in around me,” Terese said. “Apply some suction, like you’re trying to suck a golf ball through a hose.”

I did so, and that drew the cock even deeper into my mouth. An instinctive panic hit, though, when I felt my gag reflex begin to engage. My stomach threatened to lurch. I froze, breathing fast through my nostrils.

“Take it easy, take it easy.” Terese stroked my blonde hair, smoothing it back from my forehead. I opened my eyes and looked up at her smiling face. Reassuringly, she said, “Don’t rush it. Hold it right there and let your throat muscles adjust. There’s nothing unnatural about swallowing. Your body can handle it. Think about the pleasure this brings me. I love how tightly your throat grips my cock.”

I fancied I could feel her cockhead pulsing with excitement. I did want to please her, like I’d wanted to with Clay. Clay, after all, had gone down on me repeatedly, demonstrating his talent and enthusiasm. I wanted our relationship to stay even.

Suddenly, I realized I was taking more of the cock into me. The round head had slipped into the sensitive well of my throat. I could still breathe fine, though. I closed my eyes again and eased my head forward by fractional degrees, swallowing even more of the toy.

“Yeah!” she groaned. “Suck it. Suck it!”

Not awkwardly this time, I lunged the last inch forward. I butted my forehead against her firm belly. I had sucked the cock down to its base! A warm pride radiated through me.

Terese continued to encourage me. I lifted my head, then dropped it again, once more swallowing to the hilt. My throat opened more easily this time. I enclosed the whole of the cock with my mouth. It gave me a strange sense of ownership, like I had earned this precious organ, like it was mine to care for.

Her hands still rested on my head, and her fingers wound into my hair. When they gripped me at my roots, I shivered with pleasure. Her hips started to move, very slowly at first. I met each stroking movement with a downward plunge of my mouth. I took the whole cock every time, pressing my nose against the body to which this formidable shaft was connected.

Terese began to seriously fuck my face. My flesh tingled. Excitement rippled through me. I felt my pussy gush, then start to overflow as I held on to her strong thighs and bobbed my head in a frantic rhythm, delighted to keep up with her powerful thrusts.

She was moaning wildly and loudly, holding my hair tightly. Her cock pounded my mouth, and I took it fearlessly. My pussy was blazing, hovering on the edge of climax. I slipped a hand between my thighs to stroke myself, feeling my excitement peaking.

When a cry rang through the room — "I’m fucking coming!" — I felt her body shudder. As the cock popped out of my mouth, a brutal climax ripped through my body, my pussy spasming with bliss as I feverishly worked my clit.

Panting and gulping, I made my way back from the state of orgasmic frenzy. Terese was spilled half across my lap, half onto the adjacent couch cushion. Slowly, she raised her head and grinned at me. I blinked dazedly back at her.

She said, “Jane, you’re gonna blow Clay’s mind.”

A couple of days later, I invited Clay over to my place for dinner. We ate by romantic candlelight that made it clear where the night was heading.

Afterward, I led him into my bedroom. Clay has thick dark hair, chiseled features and a very healthy physique. His eyes were alight with anticipation.

“Take your clothes off,” I told him.

We were still standing apart, but he seemed to recognize the tone of command in my voice. Normally, we slowly undressed each other prior to sex. But he complied, taking off his shirt and stepping out of his pants. He hesitated before sliding his boxers down his taut thighs, even though I’d already seen him naked dozens of times.

I surveyed his fine body for a moment, seeing his cock stir. I looked into his eyes. “I am going to suck your cock.”

“Okay… ” He didn’t sound entirely sure about it.

Not the most gratifying response, but I couldn’t blame him. That wild strap — on session with Terese had shown me a lot, but he didn’t know that yet. I started to strip, taking my time with buttons and zippers, giving him a sultry look as I worked. I also kept up a running commentary, telling him, “I’m going to swirl my tongue over your cockhead and wrap it around your shaft. I’m going to suck you right down to your balls. I’m going to bob my head up and down on your pole. And you’re going to wind your fingers in my hair and fuck my face, and I’m going to take every inch of you. And then you’re going to shoot your hot load down my throat.”

His eyes got bigger and bigger. His cock did, too. When I finally flung aside my panties and stood nude before him, his dick was fully erect. I moved toward him, excitement rising in me and sending hot waves of need through my body. I felt my pussy dampen as I knelt before him.

Clay’s cock at eye — level was a beauty to behold. It was almost like I had a new appreciation for his organ. If I was finally past my hang — ups about blowjobs, then Clay was in for some real fun.

I paused to inhale the aroma of him. His masculine scent filled my nostrils, touching off a primal reaction in me that stiffened my nipples and started my mouth watering.

I reached up and took hold of him at the base of his shaft, cradling his balls in my palm. His sac quivered in my soft grip. His marble — hard cockhead had a purple flush to it, and he was already oozing a tiny bead of pre — come. With my tongue tip, I flicked that milky drop off of him. That minute contact sent a jolt through Clay’s body, and the flavor fairly ignited on my tongue. I relished the tang of him as I swallowed. I couldn’t wait until I was drinking his whole load.

I gave his cockhead a full swirl of my tongue. I ran back and forth over that sweet, swollen plum until he glistened. Finally, I leaned further forward and started to seal my lips over his crown.

“On my knees, I squeezed my thighs together, spawning pleasure from my pussy.”

Clay’s body gave another little jerk, but he might have been leery of me grazing him with my teeth. He didn’t need to worry. As Terese had instructed, I had my teeth properly positioned so that only soft, wet warmth enclosed him. I continued to stroke him with my tongue as my mouth slid over his plump head.

I drew my cheeks in, creating suction, then slowly I began to slip my mouth down the first inch of his shaft. I kept my lips in that distended cocksucker’s “O.” A rivulet of spit drizzled down my chin, but I didn’t bother to wipe it off. The flavor of Clay’s cock filled my mouth. It was a vivid taste this time, as if my senses had come to greater life.

My eyes drifted shut, and I sucked my way farther down. I felt my mind going fuzzy, like this was an erotic dream. Still on my knees, I squeezed my thighs together, spawning a tingling pleasure from my pussy. I ran my free hand up the back of Clay’s strong thigh until I was cupping his firm ass. My other hand continued to cradle his luscious balls, which brimmed with a palpable heat.

I felt the smaller branching veins on his shaft against the insides of my cheeks. My tongue traced the thick cable of his underside vein. I could feel his pulse, the hot steady hammer of blood in this precious part of him.

Clay’s stout cockhead was sliding over the back of my tongue. I paused and drew a long breath through my nose. Above, he let out a vague moan. I sought my carnal Zen center and relaxed my throat. Then I lowered my mouth still further onto that delectable staff. My throat opened to his cockhead. No panic set in this time. I welcomed him into me, into this deep, vulnerable place. My gag reflex retreated out of sight.

Energized, I plunged boldly down onto him, taking his final inches until my nose was buried in his dark wiry curls. I inhaled his scent deeply, with the full length of his cock throbbing in my mouth and throat. I felt a complete connection to him, like he was absolutely plugged into me. More than an electrical attachment, this felt like something deeper, a truly loving human act. Nothing dirty about it, nothing nasty. Whatever misguided notions I’d had about cocksucking, they were gone forever.

“Oh, fuck,” Clay groaned, disbelief coloring his voice.

Instead of grinning, I settled for a mischievous chuckle deep in my throat. That vibration sent a shiver through him. I decided to keep up the sound as I slowly drew my mouth back up his spit — shiny shaft. Before I reached the tip of his engorged cockhead, I plummeted back down, swallowing him right to the root once again.

He staggered, and I had to prop him up with the hand I had on his ass. I went up and down several more times, never breaking the seal my lips had on him. One of his hands brushed against the top of my head, the fingers hesitant.

I opened my eyes and looked up. I imagined how he felt looking down at my face with his cock speared deep into my mouth. The sight obviously excited him. His eyes were filled with erotic wonder, his mouth hanging open in astonishment. I tried to communicate to him with my eyes that I wanted him to put his hands on my head, to slide his fingers into my hair.

“I inhaled his scent, with the full length of his cock throbbing in my mouth and throat.”

It must have worked. He dragged his fingers into my blonde waves. I resumed my head — bobbing rhythm, and his fingers tightened, gripping the roots of my tresses. With my hand on his ass I started pulling him toward me, trying to get him to rock his hips. I’d told him in my preamble that I wanted him to fuck my face. Now was the time.

Again, the wordless communication worked. Clay and I had been smooth operators in bed since we’d started our relationship, but now it was like we were connected on a whole new level. He gave me a few tentative thrusts, testing how I would manage. I continued to deep — throat him, instantly matching my lunges to his strokes, demonstrating that I could handle everything he could give me.

My neck muscles strained. My hard nipples twanged and my pussy streamed, but I didn’t break my stride. Clay clutched my hair, guiding my head, and fucked my open and eager mouth. My forehead butted his toned stomach. I let go of his balls and put my other hand on his ass, digging my fingers into his tight backside, spurring him to pound my face harder and faster.

His balls spanked my wet chin. I growled, the sound rising and the vibrations deepening, adding to his growing pleasure.

“Yeah!” he cried out. “Yeah, I’m fucking your pretty face — ”

Molten joy strummed through me. My thighs squeezed together rhythmically, bringing my pleasure toward a crescendo. As hot as it had been to pretend — blow Terese — this was a hundred times more exciting. I was lost in Clay’s flavor and texture, in the sweet fury of this erotic deed. He was seriously hammering me, with my throat taking his every thrust. It was a far cry from the inexpert blowjob I’d given him a few days ago. I was sucking him like a pro!

“I’m gonna come in your mouth!” Clay announced at the top of his lungs.

It was no lie. His cock gave a mighty twitch, and then he started to shoot. That first blast inundated me, a lovely flood of cream that went right down my throat. The overload of salty man — flavor hit a trip switch; my pussy throbbed as a wicked climax skipped through me.

But I kept my mouth in proper place, pulling off him just enough that the second jet of come burst across my tongue, where I could really get a taste of him. His juice was hot and silky. I rolled it around in my mouth, enjoying his flavor.

He spurted several more times, his body quaking. He trembled under my hands. His knees went wobbly. When he’d shot his last jet, I took my mouth off him. He sank to his knees before me with a dazed and satisfied expression. His come filled my mouth and belly. That warmth, I knew, would stay with me for a long time.