My name is Suzy. I'm not going to use my whole name. Just in case. This is the story of how I lost my virginity the other night at the mall. I'm a little embarassed, and yet I am a little happy about it too. Thank you Heather for making it happen. Also to Larry whatever his name is, for making me a woman.

I'm from a little nowhere town, but I came to the college here. A lot more people that's for sure. I met Heather in one of my classes. She's a year or two older than I am and way more experienced in things. We started to hang out a little bit, go shopping, talk about stuff. Well we got to talking about sex and intimacy. I felt like I could trust her, so I told her I was a virgin. At first she laughed, then she said that she had been too up until a year ago. Something like that. Heather told me how she had been giving oral for a couple years but hadn't actually experienced a guy's penis inside of her. The first time we talked about it, we just moved on to another subject. But a few days later we were talking about it again, and I asked her to describe what it was like. The way Heather talked about it, I wanted that feeling too! I didn't say anything, I was too embarassed. Then Heather asked me if I wanted to lose my cherry. 'Cuz if I did, she knew that the guy who busted hers would be willing to do mine too. She was pretty confident about that for some reason.

He was an older guy, which was a little freaky at first. The thought of being intimate with someone my Dad's age was gross. At first. Then I started to remember some of my Dad's friends, and how sometimes I would imagine what it would be like. So anyway Heather said this older friend of hers would be gentle, considerate and all. I started to get wet just imagining what it would be like. So I said yes, ask the guy Heather. I even said it would be okay to have her video the whole thing. Something fun to keep as a memento or whatever.

So she set this up to happen at the mall! She said she regretted losing her cherry at a motel and wanted mine to be special. Okay, just as long as we didn't get caught or anything! She works in J.C.Penney so she has keys and people expect her to be there that time of night and all.

So I was hanging out at the mall, doing some window shopping and waiting. I was so nervous. I was trying not to chicken out. Heather said that if I wasn't there, she'd have to fight this guy off to keep him from taking advantage of her. She has a boyfriend and doesn't want to cheat. I wouldn't want a guy to cheat on me! That happened back home last year. Kevin wanted me to go all the way, but I just wasn't ready for that, so the bastard went after my cousin and seduced her. The little bitch is pregnant now! So I can respect Heather wanting to be faithful.

I had my nice sweater on, the one that buttons up, and my best pair of Levi jeans. Those new shoes I bought last week. I put a little extra lip gloss on since Heather said this older guy likes seeing a ring around his cock when he gets head. I wondered what it would taste like, what it would feel like. I'd rubbed one or two through guys' pants, but I'd never held one. Let alone have one near my mouth. I could feel myself getting a little wet thinking about it and waiting for the mall to close and Heather to meet me. I hoped the man was handsome. That would help a lot.

I got myself something to drink, to help calm my nerves. I went to the restroom and checked my make-up and reapplied the lip gloss. Thank God that zit went away!

I ended up sitting and reading a magazine that someone left on a bench, and finally Heather came up. She was dressed for work. She cleans stuff up, so she had jeans and a flannel shirt on. I sort of envy her for her breasts. She's got a nice shape and very well-shaped breasts. Mine are so small, and I know guys like women with the larger models. Not much I can do about that. I've been told that I have a nice butt though. What if this guy wants to get anal sex from me, I thought? I don't know about that. It doesn't seem natural.

So Heather comes cruising up, sits down, we chat for awhile. I'm trying to talk but all the time I am wondering about this man she's arranging for me to meet and have intercourse with. I thought about bolting a thousand times!

Then this older man comes strolling up and says hello. Kind of an everage looking man, nothing spectacular. Not a male model or anything, but still attractive. Well-mannered, nice smile. Full mustache. I couldn't see his package, so to speak, because he had a coat on. I could hear Heather start to breath a little faster when she saw him, and when I realized this was the guy my heart started to race with nervousness.

This Larry guy was charming. As we walked down toward the department store I felt like I was standing in line to ride the roller coaster for the first time! The way he took my hand, the way he asked me if I was all right. He even offered me the chance to change my mind! He wasn't just there to screw me, he cared about my feelings. God it made me so hot!

We got to a spot at Penney's and Heather asked him to wait, and we went in another direction. I wondered what in the Hell she was up to! He looked like he would wait patiently.

"Where are we going Heather?" "To get you fixed up just a little more Suzy girl."

She led me to the lingerie area, and she reached out and felt my breasts and then my butt. I started to wonder, but she went and picked out a black lace bra and a black lacy thong, and we went into the changing room. She pulled my jeans off of me, and then my panties. "These wouldn't do," she said. She groomed the public hair, and then she took some a bottle from her purse and sprayed my pussy with it. It smelled like apples. "He won't be able to get enough of your crotch now, and he'll make you cum so much."

I asked Heather what Larry was going to do with me? "With any luck at all, he'll do everything. He'll make you a woman in the next hour or so."

Then she unbuttoned my sweater and took it off, and replaced my white cotton bra with the black lace one. The cups weren't even full cups. They lifted and exposed my breasts. By the time we were done with the bra and putting the sweater back on the apple essence had dried and Heather helped me slip into the black lace thong. Then I got into my jeans and shoes and was ready for what was coming.

Larry was just where we had left him, waiting patiently. I guess deflowering a virgin didn't bother him much. Maybe he even enjoys being the first one to-oh shit, all guys want to be the first ones to enter a woman don't they?

We chatted for a moment. I can't recall about what, and then Heather stepped back and I saw the red light that meant she was recording. Larry was moving closer. I could feel his breath, I could feel my heart racing. Then the hairs of his mustache brushing along the side of my neck, and the sensation as his lips kissed my neck. I felt a tingle run through my body, and I started to breath heavier. He was gently kissing me, and gently sucking on my throat. I was suddenly very horny indeed!

Standing next to me I could feel something against my leg. It was his cock, still contained in his pants. I never wanted something so much in my life as to touch that cock.

Larry guided me over to the area where there was a bed set up for people to look at when buying mattress and frames I guess. It was ideal for our purposes. He asked me if I wanted to touch his manhood. I was thinking "Fuck YES I WANT THAT" but I was too shy to say that. Still he guided my hand to his rock hard bulge. Shit it was big. Maybe too big for my little hole?

I just started feeling warm all over. I was aware that he had unbuttoned and pulled my sweater off of me, and I felt his hands and lips on my breasts. God my nipples got hard, and I felt his tongue massaging them, and then one of his hands was right at my crotch rubbing my wet pussy. My hand found and closed around his cock and I started rubbing him hard. How big was this cock? I'd never seen one this big on a man, let alone touch it. It seemed to be alive.

Larry put me on the bed and pulled my pants off. I couldn't resist if I had wanted to, and I didn't. I felt like I had never felt before. My pussy was feeling swollen, and then I felt his lips and a finger enter me. He licked me gently, everywhere. Heather was right about the apple essence. He loved it. He was fucking me with his tongue! My pussy was responding to him too. I started to have sensations like I had never imagined.

He stopped for a second and asked me if I was liking it. I was. I really, really was liking him eating and licking on my pussy.

I felt his finger enter and touch my hymen. He didn't force it. It had to be done properly, that's if we could get his meat inside of me! I almost passed out, but I held his face against my cunt as he sucked up all my juicy discharges, and then I climaxed. It wouldn't be the last time that night.

I was dizzy. I was feeling so good. So mad at myself for never having had sex before! This was what I had been missing? Damn it! I knew I wouldn't get pregnant like my cousin did. Not that time of the month. Besides Heather had told me that this guy had a vasectomy anyway. I was still worried though. Maybe when that huge thing was inside of me I'd stop worrying and just enjoy it.

Larry let me rest and recover for a moment. He held me close, stroked my hair and kissed me gently on the neck and breasts. His finger ran through my pubic hairs gently and tickled my vaginal lips.

"My turn" he said, and guided me off the bed and onto the floor. I was on my knees in front of him as he sat on the edge of the bed. I was eye level with his cock, and he dropped his pants and it stood straight out. His cock fell out and hit my nose, and I put both my hands around it as he instructed me on how to suck his cock. "Lick, stroke, suck every inch, every centimeter."

I hesitated, wondering what it would taste like but knowing I had to do this. I had to have the experience. If I didn't like it then I wouldn't ever do it again, that's all.

Larry's 10 inches of meat slid into my mouth and I closed my lips around it, but just barely it seemed!

I thought it would taste bad, but it was rather sweet. Salty too. I thought to myself it was like sausage. Then I felt the pulse in his cock with my tongue. I took it out and kissed the cock all the way down to Larry's hairy balls, and I sucked on his sack as if to give him a hickey there. He kept his package clean, and I looked up to see the head of his penis and I had to kiss that too! I licked and kissed, and tried to take his cock as far into my throat as it would go. He told me to breath through my nose, and I could feel that throbbing cock at the back of my throat all right. He was incredibly hard now, and his hands were on the back of my head, fingers running through my dark brown hair as he "face-fucked" me! This should have seemed so degrading, but it felt and tasted so good.

Then Larry said it was time. I had forgotten all about that, if you can believe that, 'cus I was so into blowing him, waiting for the cum in my mouth. What a dirty whore I thought I was at that moment!

He lifted me up on the bed, and gently spread my cunt out in front of him. He licked and kissed my vaginal lips, told me to take a deep breath, and he plunged that thick cock inside of me!

I felt him force his way through my hymen as if that were tissue paper. It hurt a little bit but more than that it felt wonderful. I don't think I even bled when he burst my cherry. I had the thought on that first thrust that I wasn't a damn virgin anymore!

I guess it was the movies I'd been seeing, the talks I'd had with Heather and some others, but I just started to talk dirty. The more I did, the harder Larry fucked me. It was great.

"Oh yeah, you're filling my pussy up with big meaty cock, stir my honeypot!" I couldn't believe I said that.

He rammed me slowly, inch by inch that cock went in and inch by inch out again. I thought I'd rip but then I felt my juices flowing and I heard the wet popping sound of myself being fucked. I started to moan it felt so good. That warm dizzy feeling came over me again and I climaxed. Twice in my life to that point and both within 15 minutes!

Larry pulled me up on top of him then and I slid down on top of his erect cock. Oh God it was like having my twat fucked with a telephone pole. He reached further into my cunt than I thought anyone could ever reach. It was so good. He massaged my tits gently, and just before I thought I would come again, he stopped. Larry put me on my knees on top of that bed and then he went around behind me and entered my pussy from behind.

His thighs slapped against my butt hard as his cock pierced my vagina. After five minutes of that I couldn't stop myself from cumming a third time. I couldn't breath but I didn't care, I was in ecstacy with being fucked and fucked hard.

He asked Heather for some Vaseline, which he coated his cock with. Then he leaned me against the wall and took my anal cherry too! I didn't think it would work, and I didn't want to butt fuck but I was helpless to stop him. It burned for a second, but he stopped and let me get use to his cock in my tightest hole, and before I realized it I was thrusting and squeezing with my ass around his cock. It felt great, and I started talking dirty again to him. He complimented me on having a nice ass and I said "All the better for a good tight fuck huh? Fuck me senseless!" I orgasmed and almost passed out.

When I recovered a little bit I realized that Larry still hadn't cum, so I went back to work on his cock. Slowly licking and kissing, running the length of his throbbing red cock down my throat. Then I felt his hands on the back of my head, and the rumbling in the shaft of his meatloaf in my mouth, and he shot his semen right into my mouth.

I tried to do what Heather had told me and swallow quickly but there was too much and too fast. I pulled my mouth off his exploding cock and it continued to spurt thick white cum, this time all over my face and into my hair. It tasted way better than I thought it would too. It was a little salty but mainly sweet and thick, like a pudding.

Larry was still spraying when Heather jumped in and started sucking and catching cum. The whore. She couldn't resist it. So much for loyalty. Though the way it felt and the taste of his cum in my mouth-and all over my face and hair-I couldn't blame Heather.

Later, after we had a snack at the concession area, I filmed Larry fucking Heather's ass. She screamed and moaned and begged for more. I think we wore him out that night.

I promised myself on the ride home that I would take advantage of him again. Maybe I could get him to just fuck me non-stop for a couple days? That would help me catch up with everyone else. Besides, I want that huge cock inside of me and spurting all over my face again.