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He Remembers Tracey

By: tabber



If your first was with someone you really loved and shared a large part of your life with, and not just a fling or one-night stand, then he or she will always hold a special place in your memories. Tracey was my first real love, and rarely does a day go by that something doesn’t trigger a memory of her.

We split up before college, but we stayed in contact with each other.  The following story is fantasy, although I wish it had been true.

She called me one evening to ask me a favor.

“Hey, my car’s in the shop and I need to go apartment hunting for college.” she said, “Since you’re going there too, do you want to go look together?”

“And what about your boyfriend?” I reminded her. 

She had recently started dating a new guy and he didn’t really understand the friendship we had. 

“He’s out of town. He thinks I’m going up there with my sister,” she told me.

“Okay, I’ll run you up there. But you have to promise not to tease me,” I warned.

“Well, I’ll try and hold myself back,” she responded with a laugh, “pick me up at 8?”

“Sure,” I told her, “it’s going to be hot, so dress comfortable.”

“Oh, don’t worry about me, I’ll be comfortable,” she replied.

The next morning I pulled into her driveway at 8:00 a.m.  I go straight from being half-awake to full attention as Tracey steps out of the door. She’s wearing a very short pleated skirt that flies up and around her legs as she walks.  Her legs are to die for. She tans just enough for color, and works out just enough for toning, and as I remember, they are baby soft and smooth. She was wearing the sandals that strap around her calf. She knows those drive me insane. They perfectly highlight her sexy legs and I like them so much I bought her a pair when we were out shopping one night. 

She had on the college T-shirt I bought her at graduation, and it showed off her breasts. I love how a tight T-shirt will form-fit around a woman’s chest. Tracey’s breasts are perfect. They are also the first breasts that I’ve ever seen in person. We were in my car in front of her house late one night. I was fumbling around inside her shirt trying to undo the back of her bra. 

She finally reached in the front and popped the clasp and asked, “Is this what you were looking for?”

Breasts! I was looking at the most precious pair of breasts in the world. Light pink nipples on the most perfectly formed breasts. I refuse to call them tits, because those are what you find on a stripper. Tracey has beautiful, soft, breasts. 

I will always remember that moment. There is absolutely no comparison to the first time you cup your hand around a woman’s breast and feel the nipple harden against your palm. I was in heaven.

I leaned across the seat and opened the door for her. Her sweet smell immediately permeated the cab of my truck. I didn’t mind at all. Her perfume was not overpowering, but it was just enough to do the trick. It went into my nose and straight to my dick.

“Good morning!” she said with a smile, “thanks for taking me.”

“My pleasure. Tracey, you look great. You’re so damn hot,” I blurted. 

She turned at looked me in the eye with a slight, knowing smile on her face.

“Thanks,” she said softly. 

I backed out of the driveway and we headed off. I couldn’t help but stare at her legs. She had crossed her right leg over onto her left and the view was distracting.  She knows I love her legs and that’s why she wore those sandals. The only thing sexier than that strap that wraps up to her calf is when she undoes it and lets the strap fall to her ankle.

We chatted about little things. She talked about her family and what she had been doing all summer. When she mentioned that she was spending the afternoons lying in the sun, my mind began to picture that scene.

“So, you laying out topless these days?” I teased her.

“No, I am not tanning topless,” she replied with a laugh. 

She didn’t say anything else for a minute, then staring straight ahead at the road, she softly said, “The only time I’ve ever done that was with you.” 

Her parents had gone out of town. Her oldest sister was in college and her younger sister was spending the weekend with a friend. I came over to take advantage of the situation, of course. When I got there, she was already outside on the back deck in her bikini. A quick kiss, an offer to rub lotion on her back, and it wasn't long before I was untying her bikini top. She didn't fight me on it either, just letting the strings fall. When she turned over onto her back, she tossed the bikini top onto the deck.

She stayed that way for an hour while I rubbed lotion over every inch of her body. I was hard as steel the entire time but was determined to give her pleasure.

My hands began to slide into her bikini bottom, and I could feel the heat coming from between her legs. 

“I think it’s time we went inside,” she said in a soft, yet confident voice. 

I followed her inside. She stopped at the refrigerator to get a drink. As she stood there wearing only her bikini bottoms, with the light of the open fridge door behind her, she had never looked sexier, and I think she knew it. She closed the door of the refrigerator and put her glass into the sink. 

Tracey looked out of the kitchen window, checking the neighborhood, then turned around to look at me and said, “Do you want to take me right here, or should we go upstairs? Cause wherever it is, I need you naked and on top of me and I want you right now.”

I walked over to her and pushed my fingers through her hair, turning her face up to mine. I kissed her softly and then growled in her ear, “I want you right here. I want you on the stairs, and I want you upstairs after that.”

It was a very nice afternoon. 

We pulled into the little college town and began our search for the right apartment. 

To be continued…

He Remembers Tracey Ch. 02



I pulled into the apartment complex, got out, and walked around to open Tracey’s door. Please don’t get all gushy on me, because I wasn’t doing it to be a gentleman. I was doing it so I could get a great shot at her legs in that short skirt as she slides out of my truck.

The view of course, was outstanding. Her skirt magically slid up her thighs as she scooted across the seat. If only I could have slid my hand across that smooth skin.  She’s got a fine body and I love every inch of it. I should, I’ve studied it for hours.

The apartment-leasing manager didn’t blink an eye when we told her that we wanted to look at some one-bedroom apartments. Tracey just smiled at me and actually took my hand as we followed the manager. It seemed so natural, like we’d never been apart. 

The first apartment was nice. I followed Tracey from room to room as she checked it out. 

When we were in the bedroom, she looked at me and asked, “Well, what do you think? Is this room going to work?”

She teasingly smiled at me, and then walked up close.

“Do you like it?” she asked, looking up into my eyes and giving me a quick kiss on the lips.

Strawberries and cream. Just a quick brush of her lips to mine and I can taste how sweet she is. 

She’s teasing me. She’s pretending we’re a couple looking for an apartment. Okay. I can play that game too. 

“This looks fine, but do you think our bed will fit in here?” I responded.

She actually got down on the floor where the bed would go and stretched her arms and legs out. The effort pulled her shirt upwards exposing the soft skin of her belly. She rolled over, and her skirt flipped up enough that I could see the lower part of her butt cheeks. It all happened in a few seconds and I drank it all in like a man dying of thirst.

She stood up slowly and looked around one last time.

“I guess we should look around some more before making our decision,” she said. 

She took out her digital camera and took some pictures of the bedroom, bathroom, kitchen, living area, and the balcony. It was a good idea so that she could remember the apartment later.

We thanked the manager, took a few copies of the floor plan, and headed out for the next apartment complex.

Back in the truck, she reached over and lightly punched me in the arm. 

“You’re so cute,” she laughed, “hope I didn’t embarrass you in there.”

“No, not at all. If you want to roll around on the floor of every apartment we visit, that’s fine with me,” I responded with a smirk.

At the next apartment complex, the office manager was on the phone and signing a lease with a customer at the same time. 

“Here,” she said, “take the key to 1013, look around, and meet me here in 15 minutes.” 

She tossed me the keys and we left the office. 

The apartment was in the middle of the complex. It was a one-bedroom on the second floor. I opened the door and followed Tracey inside. 

“This is nice. I really like this,” she said, walking around the living area and kitchen. 

“This is a great bathroom!” I heard her say from the bedroom. 

I followed her voice to find her standing in the middle of what really was a great bathroom. There was a separate glass-walled shower and a whirlpool tub. 

“Here, take some pictures while I check out the kitchen, “ she said as she handed me the digital camera. 

I dutifully snapped some pictures of the tub, shower, and sink in the bathroom, followed by the bedroom and the closets. 

As I walked back to the living area, I heard her voice say, “I want you to take some pictures of this for me.”

I turned the corner. Tracey was naked. Completely stark naked. I stopped dead in my tracks and I know my mouth must have dropped open. 

I hadn’t seen Tracey naked in about 5 months and here she was. She was standing against the wall in the living area. Her clothes were folded nicely and sitting on the kitchen bar. The sunlight coming in through the balcony window made her body glow. Her beautiful light brown hair cascaded across her shoulders and caressed her breasts. She had a sexy smile on her face as she watched me stare in shock and awe. 

“Hurry,” she whispered, “in case the manager shows up.” 

I put the camera to my face and began snapping away. She walked around the room, posing as I took her picture. She went from room to room. I followed dumbly, with my cock leading the way. I was so hard that it was about to rip through my shorts. 

She walked into the bathroom and climbed into the bathtub. 

“I think two could fit in here,” she said as she lay back and stretched her legs wide. 

“See anything you like?” she whispered as she ran her hands across her breasts and down her belly. She teased me by slowly sliding her hand down lower, working her fingers through the small patch of hair. She slowly pushed her hand down until it covered her pussy. I watched as her middle finger extended in and parted her lips, slowly pushing inside. It looked like a strobe was flashing as I took as many pictures as I could.

“Mmmmmmm,” she moaned, “I wish we had the time to carry this further.”

She sat up quickly and jumped out of the tub. She walked up to me. Her left hand reached out and squeezed my cock through my shorts. She brought her right hand up to my mouth. I opened my lips as she put her middle finger in my mouth. I sucked it in. I could taste the sweet taste of her pussy. She must have really been enjoying herself because I could taste the wetness. 

“Time to go back,” she said huskily as she walked out of the room.

I took some pictures of her getting dressed. She finished, stood up and smiled. 

“So do I get a copy of the pictures?” I asked as we walked back to the apartment office.

“That depends. Are you going to buy me lunch?” she responded with a wink.

To be continued…



He Remembers Tracey Ch. 03



“Sure, I’ll buy your lunch. After what just happened back there, I’ll buy you a restaurant.”

She smiled back at me and asked, “So what are you hungry for?” 

“Do you really need to know the answer to that? You just gave me a taste of something I haven’t had in a while and now I’ve got a craving for it, “ I responded.

She stopped on the sidewalk and turned to me. Looking me straight in the eye, she asked, “If you’re serious about wanting that, I’ll let you have as much as you want.”

“Oh really?” I teased.

“No, I’m serious,” she told me, “but I have something I want you to do for me.”

She looked around and spotted a picnic table and headed in that direction. I couldn’t wait to hear this. I was still hard and anyone walking by would have noticed. 

She sat down across from me, took a deep breath and began. 

“Look, I know we broke up and I’ve got a new boyfriend, but you and I both know we still love each other. You just don’t go through all that we did and then just never talk to each other anymore. I like to think that no matter what, we will still be friends, “ she said, all the while looking me in the eyes.

“Well, sure, “ I responded, “but wasn’t what just happened a little more than just between friends? Or are you teasing me to be mean?”

“It’s only teasing if I don’t end up giving you what you need, “she said, “and I’m not going to tease you.”

“Okay, so what’s this all about?” I asked.

I wasn’t sure where this was going to go, but it seemed like one way or another I was going to see Tracey naked again and that was perfectly fine with me. I was willing to do just about anything at that point and I think she knew it. 

“My boyfriend is going to another college, so he won’t be around very much,” she began, “and to be totally honest with you, I enjoy sex. It relaxes me and I’ve grown accustomed to it.”

She must have seen the look on my face, because she told me, “Don’t laugh. You are the cause of it. You were after me everyday and I got to where I actually looked forward to it. So, I have a proposal for you.”

“I’m listening, and I’m interested. Go on.” I told her.

“I want you to move in to the same apartment complex as I do. I want to have a friend to do things with. We can study, hang out, and share dinners together sometimes. We can ride back home and to school together and save gas money.”

“And…?” I questioned.

“And,” she said softly, leaning over the table toward me, “you can have me anytime you want. I’ll do anything, anytime, anywhere. I need it, so I’ll give it. Plus, he can’t make me come the way you did. I always have to finish myself off when he’s done.”

“A wham, bam, thank you ma’am kind of guy, huh?” I asked, trying to hide the boost she’d given to my ego.

“If he’d only say thanks once or twice,” she sighed, “he’s always on top, never takes the time to get me ready, and then he just pounds into me until he’s done. He’s a really great guy, he just has a lot to learn. It’s always the same and never very satisfying in a sexual way.”

“So why don’t you teach him some things?” I asked her.

“Huh!” she responded, “I once tried to get him to go down on me and he actually got mad.”

“Well, he has no idea of what he’s missing,” I told her, “you should try that finger trick you just did with me. One taste and he’ll come back for more.”

“I know, I know, but it will take some time. Let’s set some ground rules, “ she said firmly.

“First, this has nothing to do with him and me. I don’t want to hurt him or cause any problems between us. This has to be our little secret. Okay?” she asked.

“Sure,” I agreed, although at that point I would have agreed to just about anything.

“Second, you shouldn’t hang around all day waiting for me. Go out and meet girls. Again, this should not interfere with our outside relationships. It has to be our secret.”

“Sounds okay with me,” I responded.

“Third, if you like these apartments, let’s go sign a lease right now and quit wasting time,” she stated. 

I nodded my approval and she whispered, “Besides, if they give us a key today, we’re going to go christen each apartment, if you know what I mean. If you don’t know what I mean let me just say that I’m so wet I’m going to need a new pair of panties.”

“I do believe I get your point,” I whispered back, “and I’m so hard I’m practically in pain.”

So we got up from the table and went to the leasing office. Tracey got apartment 702 and I got 703 directly upstairs from hers. In fact, my floor is her ceiling.

The apartment manager led us on a tour of the rooms to make sure everything was fine. She gave each of us a set of keys, and with a knowing look in her eye, said, “You kids have fun now.” 

As soon as she left, we each gave each other a key to the other’s apartment. 

“We need a signal so that we don’t barge in on each other,” she said.

“Well,” I said, taking an observant look at the situation, “these are steel doors. Let’s buy some school mascot magnets. If the magnet is above the peephole that means to not come in or call. If it’s below the peephole, then come on in and take off your clothes.”

She laughed at that, and agreed that it sounded like a good idea.

“Now back to the original plan for all of this scheming,” she said looking at me hard, “do you want to fuck me now or later?”

“Both,” I growled, moving to her and taking her in my arms. 

I smashed my lips against hers and pulled her body tightly to me. My hands fell to her ass and grabbed each cheek hard. I slid my hands upward under her shirt, feeling the bare skin of her back. I started to pull her shirt off and she broke our kiss and pushed me away. 

“Wait. Wait a minute. I want to remember this, “ she said quickly. 

She reached into her purse and pulled her digital camera out and set it on the bar of the kitchen. She set the timer for 30 seconds each.

“Stand right there, “she said as she looked through the back to make sure we would be framed, “now lie down on the floor.” 

I did her bidding until she was satisfied that the pictures would record our actions and then she walked back to me. 

“Now, where were we? I think you were about to rip off my clothes.”

She came back into my arms and hugged me tight. “It feels good to be held by you again,” she said softly. 

I could feel my cock pushing against her stomach and I held her. Tracey turned her head up to face mine. Our lips met in a long, sweet kiss. My left hand moved to her back and my right moved to the back of her neck to hold her head as I kissed her hard. Her mouth opened and her tongue met mine in a little teasing flicker. 

It wasn’t long before I was nibbling on her neck and breathing into her ear, “I want you so bad. You drove me absolutely crazy this morning and if I don’t get inside of you right now I’m going to burst.”

“Then take me. Take me hard and right now. Stick that dick inside of me,” she growled.

We pushed away from each other and ripped our clothes off. For the second time today, I’m seeing Tracey in all her naked glory. 

“Well look at that. I think you’re ready for me,” she says with a lusty smile after seeing my hard cock, “ let me see my old friend.”

She drops to her knees and looks up at me with that pleading look that drives men wild. Her hands glide up my legs to lightly grab my balls and cock. She wraps her left hand around it and lightly kisses my dick. Then she wraps her lips around the head, looks up at me again and then slides it into her mouth.

There are few things in the world that compare with a beautiful woman taking your cock into her mouth and looking up at you at the same time. I’m torn between enjoying her sucking me and throwing her down on her back and fucking the hell out of her. My knees go weak as she licks, kisses, and sucks on me. 

I finally pull her away and saying, “My turn,” I push her onto her back and dive between her legs. She’s so hot and wet that my tongue is almost scalded. I lick away at her juicy entrance, sliding my tongue between her lips and nibbling away at her clit until she begins a soft moaning.

I know from experience that if I go into her with me on top, I won’t last but a minute, so I slide over onto my back and pull her on top of me. She knows exactly where to go. She reaches down between us and positions my cock to her pussy. She rubs the head of my dick between her pussy lips, getting the tip slick with her wetness. Then, with a deep sigh, she slides down onto me until I’m completely encased inside of her.

“Ahhhhh,” we both moan at the same time. I reach up to cup her breasts in my hands. I softly squeeze her nipples between my fingers as she begins to move on me. 

Tracey begins moving her hips on me in a rocking motion. The movement rubs her clitoris just right. I can tell that this is going to be a fast one, so I do my best to encourage her.

“That’s it, Trace. Fuck me. You’re going to come so hard,” I growl at her. 

She begins to moan as she approaches her climax. I pinch her nipples lightly as she bucks faster and harder on my cock. She moves faster and faster until her body goes suddenly rigid and she slams into a series of convulsions, pushing her body onto mine.

“Ohhhhhhhhh, yeah,” she moans, “that’s it. Unhhhhhhhh.”

She collapses on top of me as her body continues to shudder through her orgasm. I can feel her inner muscles flexing and squeezing my cock.

She finally calms down and looks up at me, resting her chin on my chest. “That was awesome. I haven’t come like that in a long while. Thank you.”

“My pleasure, ma’am,” I respond. 

I slowly begin thrusting up against her, reminding her that there is still a stiff cock inside of her.

“Mmmmmm,” she softly whispers, “are you ready to take your pleasure of me?”

She slowly eases herself off of me and crawls a few feet away. She gets onto her hands and knees, bends her head down to the carpet and looks back at me.

“I believe you seem to like it this way,” she says, “so come over here and fuck me.”

In a second I’m on my knees behind her and easing my cock inside of her hot, moist pussy. I begin thrusting back and forth and I know this is going to be powerful.

“That’s it. Fuck me hard. Go ahead and slam it in, you won’t hurt me,” she growls at me, “and I’m on the pill, so come inside of me. I want to feel you shooting in me.”

That’s all I needed to hear. One, two, three and I’m coming hard.

I pound into her in several really hard thrusts. On the last one, I slowly fall onto her. She slides forward until she’s lying flat on the carpet with me on top of her and still inside of her. 

After a second or two I roll off of her. She turns on her side to look at me.

“So, do you think this is going to work?"

The story continues…



He Remembers Tracey Ch. 04



So college began with me living right above Tracey’s apartment. The “friends with benefits” relationship seemed to work well. When either of us needed sex, we found it just a flight of stairs away. Sometimes we just used each other for release, and other times it was an all-night event, filled with loving moments and ending with us sleeping in each other’s arms. 

I was always there for her whenever she needed to vent about her boyfriend. She was there for me and always ready to offer advice on the girls I dated. 

We ate dinner several times a week in our apartments, and even took in a movie or two in town. 

One night at the movies, Tracey really surprised me. The movie theater in the small college town usually showed movies well past their premier date. Today, they would already be on DVD and video, but for a college town, we were glad to have them. 

Anyway, it led to a sparsely attended theater. A normal night would see 40 of the 350 seats occupied. So, if was nice to be able to not have to sit near anyone and enjoy the movie without any distractions from the neighboring audience members. 

We were watching a particularly romantic, yet very sexual movie. In the darkness, Tracey leaned over to rest her head on my shoulder. I like that feeling when a girl is so comfortable with you. She reached over and grabbed my right hand and held it in hers. 

I was thinking that it was a sweet moment, but she then put my hand onto her leg. I was touching the bare skin of her upper thigh. Apparently her skirt had risen up enough to expose her upper leg. 

I love the softness of a woman’s inner thigh, it’s so soft and smooth and leading to something so special. 

Still holding my hand, she slowly pulled it upward until I could feel the heat emanating from her crotch. At this point, I didn’t need any more direction. I slid my hand up until I was touching bare pussy. Tracey had come to the movies without panties. 

As my fingers touched her lips, they easily opened to my touch. She was very hot and wet. Her pussy lips were slick with desire. She must have planned this hours earlier, and the anticipation had really turned her on. 

I slipped my middle finger between her lips and slowly ran it up and down, increasing the flow of moisture and easing my manipulations. I found her clit, erect and begging to be touched. As I did this she slid a little lower in the seat and opened her legs a little more. 

I began to finger her earnestly now, alternating with rapidly rubbing her clit and then pushing my finger deep inside of her. She spread her legs as wide as the seat will allow. In the darkness, I can see the whiteness of her inner thighs as she sat there exposed. 

She closes her eyes and loses herself in the moment. The movie is all but forgotten now, a distraction from the real show. Really surprising me now, she pulls her shirt and bra up to expose her breasts. Her nipples are hard little nubbins, standing proudly at attention. I begin a rapid flickering of her clit, and her hips begin to move in the seat as she approaches her orgasm. 

She reaches up and puts her hands behind her neck on the back of the seat. She is totally exposed to anyone that would happen to come near us. I can’t believe we are doing this in a movie theater, no matter how empty it might be. 

She keeps her right hand on the seat and brings her left hand down to squeeze and pinch her left nipple. I move my finger faster.

Suddenly, she slams her head down and comes really hard. It’s almost violent. Anyone looking her way would think that something was wrong. 

Her right hand moves quickly down to capture my hand, holding it tightly against her as she convulses repeatedly, coming hard again and again. 

She opens her eyes and reality comes quickly to her. She realizes where she is and what she’s doing. Even while her hips are still shaking in spasms, she pulls her shirt down to cover her breasts. She pulls my hand away from her crotch and pushes her skirt down. Then, she collapses against my shoulder. 

After a minute, she looks up at me and whispers, “Whew! Where did that come from?”

“I don’t know,” I respond, “but it was the hottest thing I’ve ever seen.”

“You ain’t seen nothing yet,” she whispers, “let’s get out of here.”

She takes my hand and leads me out of the theater. My cock is hard as steel inside my jeans and I’m curious about what she has in store next.

The car ride home was an experience to remember for the rest of my life.

The story continues…



He Remembers Tracey Ch. 05



I followed Tracey out of the movie theater, watching her sexy butt sway in her short skirt. Anyone looking would have noticed the big bulge in the front of my pants, and probably notice the flush on her face as well. 

We walked out to my truck and I opened her door for her. As she climbed into the seat, I reached up and slid my hand up between her legs, nudging her pussy. It only took a second, and I did it just to make her jump. When my fingers touched her, she was still wet enough that they slid right between her lips.

"Hey!" she said, "didn't you just get enough of that inside?" 

"I can never get enough. You should know that by now," I replied, smiling wickedly at her as she settled into her seat. As I closed the door, she was smiling and pulling on her seatbelt. 

I walked around the back of the truck to get in. I couldn't help but touch my fingers to my nose, savoring the sweet smell of Tracey's pussy. Even years later, after other women, I can still almost smell and taste her. There has never been anything close to being as sweet. 

I opened my door and climbed into my truck. I looked over at her to see that she had pulled her skirt up as high as it would go. Her gorgeous legs were on display for me and I immediately slid my right hand over to her thigh and began stroking her leg.

"Hurry up and get us out of here," she ordered, "and take us to a dark road."

This sounded promising. "What do you have in mind?" I asked her.

"Well," she began, "as soon as you get us there, I'm taking off all of my clothes. Then, I'm going to reach over and pull out your dick and play with it for a bit. Then, I'll probably put it in my mouth and suck it till you come. That's what I have in mind."

"Damn, girl, are you trying to kill me?" I asked. Unashamed, I reached down and adjusted my hard cock. I had to squeeze it hard just to ease the pressure a little. She noticed and giggled. I'd never known her to be this crazy and daring.

I pulled out of the movie theater parking lot and onto the main drag of the small town. In minutes we were on the Interstate and heading toward a rural farm road I knew about. 

"We'll be there in about five minutes, " I told her.

"Screw that, I can't wait," she said. Tracey undid her seatbelt and pulled her shirt off. She leaned forward a little, reached behind her back and undid her bra. She pulled it off and tossed it to the floor of the truck. Then she lifted her hips from the seat and slid her skirt off. 

Tracey was completely naked sitting in my truck, driving down the highway. She put her seatbelt back on, positioning the belt between her breasts. I've never seen a seatbelt look better. She put both of her feet on the dashboard. 

"Oh my gosh. Just look at you. You are completely naked in my truck."

"I know. It's wild. I can't believe I'm doing this," she replied.

"Well, let's see how wild you are. Let me see your clothes," I told her. She reached down and handed me her skirt, bra, and shirt and I tossed them behind my truck seat. I exited the interstate and pulled onto a little farm road. Up ahead was a little convenience store, and I slowed down to pull in to the parking lot.

"I'm thirsty. Do you want a coke?" I asked her.

"No, I don't. Don't pull in here! I'm naked!" she responded with a little fear in her voice. I ignored her and pulled in, parking on the side of the little store. 

"Just sit there and act cool," I told her, "there's no one here but us. I'll be right back." I put the truck in park and turned it off, taking the keys with me just in case she got the idea to leave.

When I stepped out of the truck, of course, the interior light came on and she shrieked, "Close the door! Close the door!" I took my time, making sure I had my wallet, adjusting my shirt. "Hurry up you bastard!" she growled at me.

I went in and quickly purchased a Dr Pepper. I didn't want to leave her out there by herself for long, even if she wasn't naked. As I walked out the door a car was pulling in at the gas pump. I looked in my truck and Tracey was sitting as low as she could with a worried look on her face. An older man got out of the car and started walking toward the store to prepay for his gas. He wasn't paying any attention to us and went by my truck without looking inside. As soon as he went inside, I unlocked the truck and got quickly in so the light wouldn't stay on for long. 

Tracey sat up and said, "Hurry up before he comes out."

I started the truck up and put it quickly in reverse. Just as I was putting it into drive the man walked out of the store. He saw Tracey and came to a complete stop, staring at my truck.

"Shit!" Tracey said.

"Wave to him, quick, or he's going to think you're in trouble and call the cops!" I told her.

She smiled and gave a quick wave to the man as I pulled out of the parking lot and goosed it down the road.

"Oh my gosh!" she shrieked, "he saw my tits!" We both looked at each other and then started laughing hard. "Did you see the look on his face?" she asked me, trying to control her giggles.

"I'm pretty sure he liked what he saw. He just wasn't expecting to see that, " I laughed.

"Okay, fun's over. Give me my clothes," she said. 

"Nope," I said, "for one thing, I can't get them from behind the seat without stopping the truck and getting out. Second, you promised me something." I looked over at her and gave her a big smile.

"Bastard," she said, but she undid her seatbelt and slid over next to me. "Is there somewhere you can pull over? A side road or something?"

I knew just the spot. A little road was coming up that I knew wouldn't have any traffic on it this late. I pulled off onto the dirt road as her hands found my cock and started rubbing me through my jeans. A minute later I pulled off the road onto some land where a house used to be. The driveway was still there and it would conceal us from the road.

I barely had time to turn the truck off before she was undoing my pants. I lifted my hips to help her as she pulled my jeans and underwear down past my knees. My cock popped up proud as soon as my underwear cleared it. I reached forward and adjusted the steering wheel to its highest position as her hot little hands began caressing me.

"You're this hard because of me?" she asked in a husky whisper.

"Yeah, you've been incredibly daring and wild tonight. I can't believe you." I told her.

"Well, I hope you enjoy it," she said as she took my cock into her hot, wet mouth.

Is there anything better than when a woman takes your cock into her mouth? I love all kinds of sex, but a blowjob never fails to give me a body shaking, head-pounding orgasm. It's always tight and wet, and when her tongue rolls around to the underside of my cock, it's all I can do to sit still and take it. 

Tracey was the first girl to see my dick. She was the first one to see it and touch it. Everything we did was the first time for me. Every woman that has come along after her has had to try and live up to that first experience. 

She worked her magic on me that night in the cab of my truck. She lay down on the seat as she did it, which gave me the perfect view of her backside. She's got an awesome ass. I reached over and ran my hands all over it. I let my hand fall down between her thighs to touch her pussy as she blew me. I was a little disappointed when I touched her and she wasn't wet, but as my finger spread the lips of her pussy, the moisture seeped out and in seconds my fingers were slick again. Normally she doesn't like to have to concentrate on two things at once, but on this night, she arched her butt up a little giving me better access.

The combination of her sucking my cock and me fingering her pussy soon had us both on the edge of coming. I was getting very close and told her so. "Tracey, I'm about to come, " I whispered to her, thinking she would finish me off with her hands, but she just kept going. 

"Oh mannnnn,' I moaned, "I'm coming, I'm coming." 

Tracey never stopped sucking me. I shot off in her mouth and she swallowed as fast as she could. It was the best sexual release I'd had in a long time. My head pounded back against the rear window of my truck so hard I thought I'd shatter it. Her hot, tight mouth kept working me as I continued to come. She held me in her mouth as my cock slowly stopped throbbing. 

All this time I was still fingering her. She finally released my cock and took a quick breath and said, "Don't stop, I'm almost there. Keep going."

"Oh. Oh. Oh. Ohhh, yeah!" she moaned, and wham! She came hard. Her left hand was still wrapped around my softening cock and she squeezed it hard as the orgasm took over her body. Her body went as stiff as it could in the cramped truck as she convulsed several times. 

She finally began to calm down. As she lay there, I could still see an occasional ripple spread through her body as she shook. She released my cock, which had begun to get hard again, and sat up in the truck. 

"Wow! I didn't think I had another one in me," she said, breathing hard. "Was that good for you?"

"Hell, yeah, it was, " I told her as my breathing slowly returned to normal. I slid over a little in the seat and pulled her onto my lap.

"You're hard, already?" she asked incredulously. 

"Yeah, I know. I'm amazed too." I said.

She reached down between her legs and guided my cock into her pussy. We were both so sensitive at that point that we both shuddered a little as I slipped inside of her. She slowly sank down on top of me. I leaned forward and took a nipple into my mouth, lightly kissing it. 

"It feels so good to have you inside of me," she whispered, "just stay still for a minute."

I was hard. I was inside of Tracey. Strangely though, I didn't feel the need to start moving. I'd like to think it was because I had just come, but I think it was something else. I put my arms around her and just held her tight for a long while.



He Remembers Tracey Ch. 06



The semester continued. I lived above my former girlfriend in our apartment complex. She still had her boyfriend and I continued to date occasionally. At least once or twice a week, we would get together for some no holds-barred, wild, hold on tight for the ride, mind altering sex. Every now and then, we would take the time to make slow, romantic love with each other. 

I loved both versions, of course, but I will always cherish the nights that we fell asleep in each other's arms, our legs entwined. One of us would always wake early and begin caressing the other until we were awake enough to make love once again. 

I loved to wake up first and watch her while she slept. I'd slowly pull the sheet down to expose her breasts, then softly nuzzle against her, sucking gently on her nipples. She'd always wake up with a smile, eyelids fluttering, then she would cuddle against me and sleep for a little while longer. As she slept, I'd softly run my hands all over her body. My cock would grow incredibly hard as I cuddled against her butt. When she finally woke up for good, she'd be ready for me. Tracey would twist until she was on her back and then pull me on top of her and we'd make slow love. On those mornings, it wasn't about reaching orgasm, it was simply enjoying the feeling of being together, our bodies united. 

In my apartment one morning, after our lovemaking, she had eased out of bed and into the shower, thinking that I had fallen back asleep. I knew from experience that I'd have about thirty minutes as she got ready. I jumped out of bed and rushed to the kitchen and whipped up some waffles. When Tracey came out of the shower in her fluffy white robe, she found me on the on the balcony. I had breakfast all set up on the little table, complete with waffles, strawberries, orange juice, coffee, and a single rose I had hidden from her the night before. 

We spent the morning dining on the balcony and sipping our coffee together. 

"This was the perfect end to a wonderful night," she told me, staring at me over her coffee cup. "You are an amazing man, and you're going to make some woman very happy." 

"Well, I do some things good," I admitted, "but in other things, I'm a typical man." 

"Such as?" she questioned, while smiling at me teasingly.

"Well, for one thing, I've just spent the night and morning making love to a beautiful, sexy woman, who happens to be in a relationship with another man. And while I should be feeling guilty about that, all I can think about right now is how I'm enjoying seeing your bare feet and legs peeking out of the robe, and I want to slip that robe from your shoulders and kiss every inch of your body."

"Well, there's no need to feel guilty, because you're doing everything just right," she said, looking me straight in the eyes, "and you being a typical man, you'll probably follow me right now."

Tracey looked around the complex quickly, and seeing no observers, she slipped the robe from her shoulders baring her beautiful breasts. She stood up and walked back into my apartment, took the robe off and tossed it at me. 

I looked inside to see her standing by the bed with her back to me. My eyes scanned her body. As much as I love her front, her backside turns me on just as much. I followed the curve of her soft calves, upward to her thighs and sexy ass, across her smooth back to her long flowing brown hair. 

She turned slightly, the movement showing me part of her right breast, and whispered, "Well, are you just going to stare at me all day, or are you going to take me back to bed?"

We stayed in bed all morning, alternating between making love and taking short, lazy naps.

Around noon, she finally got up and dressed. She leaned down to kiss me on the lips and said, "I need to go back to my apartment. I'll talk to you later."

A few days later, I got a surprise. I opened an email from Tracey that told me that she had her webcam on and she was broadcasting something for me to see. She wrote that it was going to be something very different and that I could feel free to turn it off if I chose. Intrigued, I hurried to check it out.

We had set up our own little system so we could video chat with each other. I don't know why we did it, since we lived near each other, but the system had allowed for some very erotic nights.

When I opened the link, I got the surprise of my life. The camera was focused on her bed. There, lying in the middle of the bed was Tracey and her boyfriend. They were both naked and she was sucking on his cock. 

Immediately, a million thoughts and feelings came crashing through my head. I wanted to turn it off, and I wanted to watch at the same time. It was shocking, and very erotic. My cock began to swell as I watched her suck him.

She must have turned the monitor off, because he apparently was oblivious to the camera. Tracey was on her stomach, with his cock in her hand and licking and sucking on it. She was doing him, but the performance was for me. I stared in disbelief as she went down on him, because every minute or so, she would make sure to look at the camera and smile or wink. She was doing this for me!

On a more critical observation, he was not being a very active participant in the scene. He was just lying there with his eyes closed while she did all of the work. How could you just sit there when such an awesome female body was within your grasp? My hands would have been all over her while she did me.

I continued to stare in rapt attention. She sucked him for a few minutes more and then he got up and prepared to take her from behind. She got up on her hands and knees, but facing the camera. I heard him ask her to move to a different location on the bed, but she argued against it, saying something about using pillows.

I could not believe I was watching Tracey having sex with her boyfriend. He got behind her and I could see the expression change on her face as he entered her. The position prevented him from seeing her face and she took full advantage of it by performing for the camera. 

She began moaning and talking but she was looking at the camera the whole time, so it was as if she was speaking to me the whole time.

"I want you to fuck me. I want you to fuck me hard! I need you so bad," she said in a deep growl. 

He replied to her, and I saw her laughing at the camera. She was making fun of the man that was fucking her! He was inside of her and she was flirting with me! Each time that she said the word "you" she was putting just enough emphasis that I knew she was talking directly to me and not him.

Then I heard her say, "You're the best. You're the best I've ever had. I need you." Again, she stressed the word "you" as she stared at the camera.

Behind her, he was pumping away. I could see her ass ripple each time he slammed into her. Seconds later, he picked up the tempo and quite obviously came inside of her. Staring at the camera, Tracey gave me a look of exasperation and she rolled her eyes. 

He slipped out of her, leaned down to kiss her and said, "Thanks, babe. I'm taking a shower."

She lay there for a few seconds. Apparently he must have been in the shower, because she sat up on the edge of the bed and whispered to the camera, "See what I mean. It's all about him. Now I have to take care of myself."

She left the view of the camera and returned with a small vibrator. She leaned over and whispered softly, "I'm doing this for you." She then leaned back on the bed, spread her legs and applied the vibrator to her clit. She moved it in tight circles rapidly until I recognized the signs of her impending orgasm. Her body stiffened and her back arched until her chin was almost to her chest and she came hard, convulsing as the orgasm spread through her body. 

She lay there for just a few seconds and then she sat up. She smiled at the camera and then, leaning forward with her breasts swinging as she moved, she blew me a kiss and turned the camera off. 



He Remembers Tracey Ch. 07



This is chapter 7 of a series. It is based on a true couple, but all of the stories, except for the flashbacks, are fantasy. 

I loved it when I was awakened in the morning to the feeling of Tracey sliding into bed with me. It was the morning after her webcam performance and I was sleeping late. 

It was around 11 a.m. when she quietly lifted the comforter and slid into bed with me. She snuggled up against my back. I could feel the heat of her body through the thin t-shirt as she pressed her breasts against my back. Her bare legs were so smooth that they felt like silk as they slid against mine. 

She snuggled her face against my neck and I heard her take in a deep breath, as if trying to try to breathe me in. I could smell her as well, clean and fresh, just from the shower, her hair slightly damp where it fell against my neck. 

Her wrapped her arm around my chest and purred, "Mmmmmmmm" softly. 

"Morning," I whispered to her without even opening my eyes, "the boyfriend gone?" 

"Yeah," she sighed softly, "he left early this morning. His frat is in a basketball tournament this afternoon."

I mumbled my acknowledgement of that and squirmed a little deeper into my pillow. I felt her moving in the bed and felt cool air against me for a moment as she pulled her body away from mine. When she returned, I felt her nipples against my back and I knew she had taken her shirt off.

She started lightly scratching my back, knowing I loved it when she did that. "So, did you like the show last night?" she finally asked nervously.

"Yes and no," I said into my pillow, "I'm a man so it was a big turn on, but I didn't really enjoy the fact that I was watching another man do it to you."

She thought about that for a minute, and then said, "Yeah, I know. It wasn't very fair of me to do that to you. I wasn't thinking about that at the time. I just suddenly had the urge to put on a show for you. Plus, it was very dangerous. Just knowing that you were watching me made it so exciting."

I rolled over to face her. "You're absolutely insane, you know that?" I asked of her. "You have to be the sexiest, most uninhibited girl in the world."

"Yep, and you like it," she said with a smile.

"Yeah, I guess I do. I guess I do at that." I reached over and put my left hand softly upon her breast. Her nipple hardened quickly under my palm, as I softly grazed it back and forth.

"Besides," she giggled, "you're the one that got me to be this way." 

"Oh sure, blame it on me, " I challenged her.

"Well, remember the day you had me pose naked for you and you took a Polaroid picture of me?" she asked, "now look what I'm doing."

I sure did remember that. Thinking back to that day, I still can't believe she did that for me. She was lying on my gold bedspread. She was on her right side, and smiling at the camera. I was too scared to keep it, worried that my Dad or brother would find it. After watching it develop, and looking at it for a few minutes, I cut it up with scissors and spread it throughout several trashcans. To this day, I still wish I had held onto it. I would have had a picture of Tracey in her prime, and even more important, each time I would have looked at it, it would have taken me back to that day.

I still email her now and then, and I wish she would send me a picture of her naked today. She's still got a hot body. I'd like to think that she trusts me enough to do it. The secret would stay between the two of us. Sigh.

"Yes," I remember that day very well," I told her, while sliding my hand down lower. I expected to run into the band of her panties, but my hand continued its downward path until my fingers felt her soft hair. 

"Surprise!" she giggled, "I'm naked for you."

I ripped the sheet back, exposing her entire body. My eyes slowly traveled her body, scanning her from top to toes.

"I like it when you look at me. I like to be naked and sexy for you. You turned me this way, always trying to get me into bed, or in the backseat, or in a corner, or up against the wall. Do you have any idea of all the places we did it?"

"Okay, okay, " I laughed, throwing my hands up into the air, "I'm guilty. But you're the one that made me want you so bad all of the time."

She looked up at me, and opened her legs wide, "Do you want me now?" 

"Do you really have to ask?" I asked her.

In seconds, I was on top of her. As I bent my face down to kiss her, she was reaching down between us to position my cock against her pussy. 

"Push, " she ordered. I gave her a slow forward movement as she directed my cock inside of her. 

Satisfied, she let me go and I slipped all of the way into her. I stopped there, just enjoying the feeling of being inside of Tracey. I wanted this to last, so I didn't move my hips at all. I lowered my face to hers and softly kissed her lips. Her mouth opened and her tongue darted out to tease my lips. I can still imagine it today. 

Tracey taught me to kiss. I had dated a girl before her, but never did anything more than a peck on the lips. One night, parked at a ballpark in the woods, Trace finally just grabbed the back of my head and crushed my mouth to hers and pushed her tongue into my mouth. I can still taste it. She had just sipped on a beer and while I still don't like the taste of beer, when it was accompanied by Tracey's kisses, it was the elixir of life. 

I've had girlfriends after her, and I'm married now, and it isn't fair of me to say this, but Tracey's kisses were the best. They were the first, and they always will be the best.

I continued to kiss her, pausing now and then to slide down to her neck, earlobes, and breasts. She seemed to enjoy it, because she soon whispered in my ear, "Okay, enough foreplay. I want to be fucked."

"Yes, Ma'am." I responded.

I began slowly thrusting into her, sliding back until I was barely inside of her, and then slowly sliding in all of the way.

"Hey!" she said and slapped my butt, "I said I want to be fucked, none of this tease me crap."

I laughed and began picking up the pace. Tracey and I often made slow, soft romantic love, but this was obviously not one of those times.

She wrapped her legs around me, her ankles locking together. She reached around and grabbed my buttcheeks in her hands and started to pull me hard against her.

"Keep going. Don't stop and don't come until I do," she ordered me gruffly. She reached down between us and began to finger her clit as I moved in and out of her. 

"A little faster, " she said, as her fingers began picking up the pace as well, "faster, faster, okay…..keep that up. Almost there. Almost there." 

"Now!" she cried out, "come with me. Hurry, I'm coming!"

Well, that was all of the encouragement I needed. I could feel her pussy clenching against my cock, as I began spurting inside of her. 

"Ohhhhhhhh," she moaned, "I can feel you coming in me. I love it. It's so hot."

Her hands slid up to my back again, and she began lightly scratching me in slow circles as my cock slowly went soft inside of her. 

I eased off of her and slid onto my side. "So, do you want to do this all day, or do you have plans?" I asked.

She thought about that for a moment, "No. No plans. This would be nice, but I guess we should get up and make ourselves useful."

"Well, I'm taking a shower so you can just lay here and think about it," I told her. I got out of bed while she lay there stretching and yawning. Even that looked sexy.

A few minutes later, while I let the hot water hit me in the face, she joined me in the shower.



He Remembers Tracey Ch. 08



One of the best things about college was the weekend. A few scholarships I had earned plus the fact that I had worked my butt off all summer long to pay for school, allowed me to take it easy during the semester. I took full advantage of my weekend time to hang out at the lake whenever the weather was nice enough.

My grandfather had a small plot of land on a lake not too far from school. You couldn't really call it a lakehouse in the classic sense. We had a boathouse just large enough to store the bass boat, and a one-room cabin about the size of an average garage. It had a bathroom, kitchen sink, and a small electric stove. We mainly used it for overnighters when it was too hot to fish during the day. 

Tracey asked to come along one night as I was packing up my gear. She was sitting on the edge of my bed wearing just a tight cut-off T-shirt and panties. She knew that outfit showed off her body. She had cut the shirt off just at the point where it teasingly exposed the bottom curve of her breasts. If she would stretch her arms above her head, the shirt would slowly rise up, to expose her breasts completely. I like to watch her when she'd do that because the shirt would slowly ease up until it caught on her nipples. The shirt would pull her nipples until it finally won the battle, but the effort would cause her breasts to jiggle just a little. 

"Can I come along?" she asked me. 

"You want to go fishing?" I responded with a questioning look on my face.

"Sure," she replied, "I've been before, but I was a little girl. Besides, I could lay out and catch some sun."

Well, that cinched the deal for me. While I enjoyed my solitary fishing trips and the chance to just get away and think about things, the image of Tracey lying on the front of the boat in her bikini overruled everything.

She surprised me when, at 5 a.m., she came bounding out of her apartment ready to go. She'd even packed us some sandwiches and a cooler of drinks. Things were already looking better, seeing as how I usually survived on Snicker bars, and Gatorade. She was wearing another cropped T-shirt, although as not as short as the one from the night before, faded denim shorts, and flip flop sandals. We loaded up the truck and hit the highway.

She was very excited, talking about anything and everything as we drove to the lake. I enjoyed her conversations, she always had some funny stories to tell, and before we knew it we were at the little cabin on the lake.

We parked and unloaded the truck, and went to put the boat in the water. She was a big help, assisting me in putting everything in the boat. In about fifteen minutes, we were loaded up, in the water, and motoring out into the lake. 

For the better part of the morning, Tracey fished with great enthusiasm. She even landed a few largemouth bass averaging about 2-3 lbs. each. As the sun rose higher in the sky, however, the fishing became more of a challenge, and she got bored. 

"I think I'll just lay out for awhile," she told me finally as she handed me her rod. I showed her how to remove the bow seat so she had plenty of room to stretch out. I returned back to fishing while she moved quietly, setting up her towel and such.

When I finally glanced her way, I nearly fell out of my chair. She had removed the shorts and shirt and was now wearing a very sexy, yellow string bikini. The strings were just a bit larger than the fishing line I was using. She was sitting up and applying lotion to her legs. I quickly grew hard as I watched the performance. She would squirt some lotion in a long line from her ankle to her thigh and then slowly rub it in. She would raise her leg into the air as she did this, and it drew my eyes directly to between her legs. The thin yellow material barely covered her and when she would turn her leg a certain way, it would tighten enough that I could see the lips of her pussy. 

When she finished with her legs, she moved up to her belly and chest. Sitting up the way she was, her breasts were hanging full and threatening to fall out of the bikini top. She had slid and tightened the little cloth triangles until they just barely covered her nipples. 

"So you're not fishing anymore?" she asked me, fully catching me staring at her. I didn't even realize that I had been sitting there watching her. 

I quickly recovered and replied, "Just enjoying the show. Damn, girl, you might as well be naked."

"Well," she smiled back, "keep the boat in the sun and maybe I will get naked for you."

"Your wish is my command, my lady. Sun you want, and sun you shall have," I told her. 

She stretched out on her towel, and I attempted to go back to fishing. 

As promised, about 20 minutes later, she sat up, looked around at the little secluded cove we were in, and took off her bikini. Naked, she laid back on her towel and stretched out again. 

"You know I'm not going to be able to concentrate with you over there like that," I said to her.

"I didn't expect you to," she responded, "and when you decide you can't take it anymore, you need to be aware that laying naked out here like this has me as wet as I've ever been."

"Oh, really?" I teased.

"Yes. If you were to come over here with that big dick of yours, it would slip right inside of me without a problem, " she said bluntly.

I looked around. There wasn't another boat in sight and no one on the shore. I put my rod down carefully, stood up, and stripped off all of my clothes. My cock was as hard and as stiff as I have ever know it to get. It bounced in front of me as I walked the few steps over to her.

As I stood over her, temporarily blocking the sun, Tracey looked up over her sunglasses, and smiled.

"Well, look at you all proud and firm," she said with a smile.

As I dropped down to my knees, she automatically spread her legs wide. She definitely was ready for me. I could see the moisture leaking from her and her lips were red and swollen. I crawled forward until I was on top of her. I felt my cock touch the lips of her pussy and with just a nudge, I slipped in to the hilt. 

"Ohhhhh," she said as it momentarily took her breath away, "that's it. I told you I was ready. Now, do it to me."

I pulled my cock back until only the tip was at her entrance and then I slid it all the way in again. Her inner muscles were clenching me tightly as I slid into her. She tried to hold me inside of her as I repeated the movement again. I did this for a few minutes and then I slid completely out of her.

She looked up at me in confusion. "Get on top of me," I told her and began to switch places with her.

She slowly moved around until she could climb up onto me. She had her knees on the deck on either side of me as she reached between us and guided my cock into her. 

"Ahhhhhhhh," she moaned, "it feels like it's in me even deeper this way."

She began her slow movements, rocking back and forth on my cock, grinding her pubic bone into me. It wasn't a up and down movement, but more of a back and forth. Each time she slid forward, her clit would rub against the base of my dick. 

"Do it Tracey, fuck me. Ride me hard." I whispered roughly to her. "Open your eyes and look at us. We're both naked on the boat in the middle of the lake. The sun is shining and you're on top of me fucking me."

"Unnnhhhhhhh," she moaned, as the realization of what we were doing turned her on even more. 

She reached back with her right hand and lightly scratched my balls, which she knows I love. 

"You're going to come so hard, baby." I told her. "You're going to scream out loud because it feels so good. Fuck me. Fuck me. Come on, do it. Come, baby, come."

That was it. She picked up the pace until I knew she was about to come. I reached up and grabber both of her breasts in my hands. 

"Come, baby, come. Come on, Tracey."

"Yeah, yeah, yeah, oh yeah, " she moaned, as she came. "Unnngh! Unghh! Ungh!" she hollered out, the sound echoing across the water. 

She collapsed onto my chest, breathing hard. Her hips were still spasmodically churning against me. I took advantage of it and started thrusting upward into her.

She slowly raised herself up as I pumped into her.

"That's it, " she whispered, "fuck me. Fuck Tracey. You made me come so hard, now it's your turn. Fuck me, fuck me."

My body stiffened and I shot jet after jet of sperm into her. I could feel her inner muscles squeezing me, milking every last drop from me.

She slowly eased down until she was lying on my chest again. We lay there for a few minutes. When my cock slowly deflated inside of her and slipped out, she eased off of me and onto her side.

"Thanks for taking me fishing," she whispered.

"It was the best trip I've ever had," I said.

"It's not over yet," she said as she reached for my soft cock and began fondling it until it was hard again.



He Remembers Tracey Ch. 09.1



In late March and early April in Texas, the bluebonnets and other wildflowers come in bloom across the state. The highway department has seeded the roadsides and the blooming flowers attract people just like the changing leaves of New England. It seems that every house has at least one picture of a family member taken in a field of bluebonnets. 

Tracey caught the bluebonnet bug one day and asked me to go with her to take some pictures. She was wearing a denim mini-skirt and a white shirt with a Texas flag on it. She had brought along a change of clothes as well so that we could take several different pictures. 

We drove around the main roads of our little college town and found a few patches of bluebonnets. We took some close-up pictures and Tracey climbed into my truck a few times to change shirts.

She asked me to drive around and find a better field of flowers. I thought about it for a few minutes and then said, "Let's go try this field I know.  It's off the road in the woods. I'm pretty sure I've seen some wildflowers growing there before."

It took us about 20 minutes to get there. Along the way, she expressed the idea that she'd like to take a few special photos for her boyfriend.

"Special?" I asked with a grin on my face.

"Yes, special.  You know exactly what I'm saying, " she said with a smile. 

If you've been reading my stories here, then you already know that Tracey and I are in a "friends with benefits" relationship. Her boyfriend attends another college across the state but she sends him photos of her all the time. The funny thing is that I took most of the really hot pictures she's sent to him. She's convinced him that she uses a timer and tripod. I think he forgets any doubts in his mind whenever he looks at the photos because they're really hot.

We pulled off the main road onto a red, iron-ore road into the deep woods. We bounced around on the rough road, once I even had to get out and remove a big branch from blocking the road.  The road apparently hadn't been used much since hunting season in the fall. I finally pulled to a stop on the side of the road.

Tracey looked around at all of the trees and said, "Ummm, I don't see a field of flowers anywhere."

"Really?" I responded, my voice dripping with sarcasm, "it's a little hike through the forest. It should be worth it."

We got out of the truck and Tracey slipped her bag of clothes on her back. 

The sun was shining, filtering through the trees as we walked down an old trail to the little meadow. As we stepped out of the woods and she saw the field of wildflowers, she gave me the biggest smile.

"This is perfect!" she exclaimed. 

We had a regular little modeling session for about 15 minutes. Tracey photographs well and I enjoyed taking the pictures. She changed her shirt several times and I made no effort to hide my eyes. Each time she changed her shirt, she watched me watching her. She loved the attention and I think she enjoyed showing off her body to me. 

She finally had enough of the regular photos. She walked up and gave me a little kiss and thanked me for taking her pictures. She gave me a big hugand I could feel the warmth of her as her breasts pressed into me.

She looked up at me and said, "I think I'm ready for some special pictures now," as her hand reached down to softly squeeze my stiffening cock, "and I think you're ready too."

"Oh, I'm always ready," I said back, realizing the double meaning of my words, "but what kind of photos do you want to take today?"

Tracey looked around and then asked, "Are you sure we're alone out here?"

"Yeah," I replied, "I didn't see any tracks on the road and remember when I moved that branch? I think it's been here for a good while."

She took a deep breath and said, "Okay then, let's do something really different."

She reached into her bag and pulled out some slinky lingerie, some rope, handcuffs, and a flesh colored vibrator/dildo. 

"Wow!" I said with a low whistle, "you're definitely doing something different, huh?"

She smiled at me and said, "Well, this will be just between the two of us. I don't know if I'll like them or not. We're going to have to look at them before I decide to keep them."

"Okay, what do you want to do first?" I asked her as I adjusted my cock in my pants.

She walked up to me and said, "Let's not let the poor boy be in discomfort while we do this." She reached to my pants and undid the zipper and worked my hard cock out into the open. 

"There," she said with a satisfied smile, "now I'll know if the pictures are really sexy enough."

She took off all of her clothes, picked up the rope and walked up to a big oak tree at the edge of the meadow. She turned to me and said, "Tie me up to the tree and we'll go from there."

TO BE CONTINUED



He Remembers Tracey Ch. 09.2



I set the camera down and followed her over to an oak tree. It was great just to walk behind her as she stepped over to the tree. She reached the tree and turned, leaning her back against it. 

"So, how do you want me to do this?" I asked her when she handed me the rope. 

"What's the matter?" she laughed, "Haven't you ever tied a naked woman to a tree before?"

"Nooo, but I'll give it my best try," I replied.

I tied a loose loop around her waist, and then began wrapping the rope around her body and the tree. I looped the rope tightly around her breasts, using the line to lift them slightly upward. I then dropped a loop from over her shoulder and down between her legs, back up through her buttcheeks and around the tree again. The remaining rope I wrapped completely around her left leg, starting at the top of her thigh and continuing down to her ankle where I tied it off. 

I stepped back to admire my work. I have to admit that it looked incredibly sexy. There she was, completely naked and tied to a tree in broad daylight. 

"I feel so naughty," she said with a giggle, "hurry up and take the pictures."

I grabbed the camera and began clicking away. As I did, I told her how incredible she looked and how hot her body was. My dick was hard, and if you remember, she had pulled it out of my pants. I felt pretty stupid though, plus it was rubbing against my zipper, so I stuffed it back into my pants. 

"Awwwww," she said, "I'll just have to get it back out later."

I finished taking enough pictures and she told me to untie her.

I set the camera down, but instead of undoing the ropes, I walked over to her and stood close.

"So do you think you could get out if I left you here?" I asked her with a serious look.

She struggled against the ropes and quite obviously could not escape. She looked up at me slowly and softly said, "No, I'm trapped here and completely at your mercy. What are you going to do to me?" There was just enough of a tone of teasing in her voice that I knew she wasn't scared. 

I leaned forward and whispered, "I think that I will do whatever the hell I want to you."

I reached out and took her left nipple between my fingers and softly squeezed it. Her nipple quickly hardened between my finger and thumb. I pulled and tugged on it until it was as erect as I've ever known it. She closed her eyes and gave a little moan as I did the same to her other breast. I leaned over and took her left nipple into my mouth. I gently sucked on it for a minute, then moved to her right breast and did the same. As I sucked on a nipple, I used my fingers on the other one. 

I stood up finally and planted a long kiss on her mouth. She returned it, wet and sweet, her tongue immediately playing with mine. She was really getting into this. I kissed her for a few minutes while my hands roamed her body, feeling the contrast between the ropes and her soft skin. I moved on to her neck, kissing and nuzzling her under her chin.

"You like this don't you?" I whispered roughly in her ear, "You like being naked and exposed, tied to a tree and helpless to defend yourself?"

She softly whimpered, "Yes. Do whatever you want to me."

I continued to kiss her lips and neck as my wandering hands found the rope that went between her legs. My left hand gripped the rope in the front and my right hand went behind her back to where I had tied it in place. I slowly pulled on the rope until it buried itself between her pussy lips. I pulled it tight and she let out a slight moan. I slowly began pulling the rope up and down, rubbing it against her clitoris. 

I did the rope thing for a minute or two, and then I reached down and pulled it to the side. I discovered how much she was enjoying this when my fingers brushed against her pussy. She was very wet and so very hot down there. 

I took a step back and picked up the camera and began taking pictures again. This time, there was no pretend. She was extremely turned on. Her face and neck were flushed and pink with arousal. Her nipples were extremely hard. The look on her face was one of a woman extremely sexually excited. I took a good number of photos and then put the camera down and untied her.

As the last rope came off, she dropped to her knees in front of me and rapidly undid my pants. In a flash, she had my pants and underwear pulled to my knees and had my cock in her mouth. 

Her mouth was hot and wet and I nearly lost it as she worked on my cock. Imagine if you will a naked girl on her knees in the woods, the sunlight reflecting on her body as she sucks on a man's dick. 

I still had the camera in my hand and I began taking pictures of her sucking my cock. I got the perfect picture as she pulled the hair away from her face and looked up at me, cock in her mouth, lips around the head of my shaft. 

Then, with a twinge of regret, I gently pulled my cock from her mouth and stepped away from her. 

She looked up at me as I stepped away and said, "You have to fuck me. Right now." She got up and put her hands on the tree, offering me her backside. "C'mon, please. Come over here. Put it in me. I need you to fuck me hard."

I walked up behind her. I rubbed my hands over her butt. I reached down between her legs and began to finger her clit rapidly. As soon as her hips began to move, I stopped and stepped back. I grabbed my hard dick and stepped up behind her. I leaned down a little and pushed into her pussy with my hard cock. She was so hot I thought she would melt me. 

Tracey let a low moan, "Ohhhhh, yes. That's it."

I went into her deep and gave her three long, slow, deep thrusts. Then I pulled out and stepped away from her.

I pulled up my pants and walked back to the pile of clothes.

She looked back at me with a look of shock on her face. "Where are you going? What are you doing? I'm ready to come."

"I thought we were here to take pictures," I told her, "plus, you said I could do whatever I wanted to you. I've decided to do just that."

I picked up the handcuffs and vibrator, all of her clothes and the rope and began walking back to the truck.

"Hey!" she cried out, "don't leave me here." She began to follow me through the woods.

When we got back to the truck, I dropped the tailgate down and had her sit on it. She was sitting there naked and looking incredible. I walked up to her and as my body touched her knees, she opened her legs wide. 

"Will you please finish me off? I'm naked and ready for you. Pull your dick out and fuck me."

"Not yet. I still have some pictures to take." I told her. 

I scooted her back a little bit and gently pushed her until she was laying on her back. She put her feet on the edge of the tailgate and spread her legs. I reached down and gave her pussy a quick lick with my tongue.

"Unghhhh," she moaned, "don't stop, please. Eat my pussy."

I slowly ran my tongue up and down her pussy. I gave her engorged clit a rapid flickering and it brought out a long moan from Tracey.

I pulled the dildo from my pocket and, without a pause, shoved it deep into her.

"Unh!" she exclaimed, not ready for the penetration, but I worked my tongue against her fast and she moaned again. 

"That's it, fill me up and lick me. Eat me," She moaned as I worked my tongue and the dildo in and out of her.

Suddenly, I stopped and stepped back. I grabbed the camera and started taking pictures again. 

She groaned aloud, "Will you stop it. I need to come." 

"If you want to come," I told her, "then you're going to have to do it yourself. I'll talk you through it while I take your picture."

She reached down and grabbed the dildo and began to work it in and out as I began talking to her.

"Tracey, you're completely naked in the middle of the day. You're lying in the back of a truck parked on the side of the road. You've got a rubber dick in your pussy and I'm taking pictures of you doing it. The best thing is that you like it and you want me to do more."

"Pull on your nipples. Tug them hard. Now, reach down and finger your clit."

She obeyed each one of my commands as I walked around taking her picture. 

She soon started moaning loudly as her hips began to work up and down.

"Oh yeah, oh yeah. I'm coming you bastard. You should be fucking me right now, " she groaned.

"Okay, I will" I said.

I dropped my pants, reached over and pulled the dildo from her pussy, and slipped my cock inside of her.

Wham! My hot dick replacing the rubber one did the trick. She came hard as soon as I entered her. She was coming so hard that she actually arched up so high that her back came off the floor of the pickup bed and she grabbed my shoulders, pulling me to her. She shuddered and shook against me, wrapping her legs around my waist.

As she slowly came down from her orgasm, she whispered in my ear, "You bastard. That was mean."

I worked my dick in and out of her until I came, shooting jets of come inside of her.

She held me tight against her as I came, her pussy milking and squeezing me tight.

A few minutes later, I picked her up and carried her to the truck seat. I spread out her extra clothes on the seat for her to sit on. Naked, she slipped into the seatbelt and said, "Okay, take me home and let's see how the pictures look."

"'You're not going to put your clothes back on?" I asked her. 

"Not yet," she said with a smile, "I want you to take a few pictures on the highway."

I smiled back, already feeling my cock begin to harden in my pants. I put the truck in gear and we headed for the highway.



He Remembers Tracey Ch. 10



My phone rang late one night. It was Tracey and she wanted me to come to her apartment. I was dressed for bed, wearing only a loose pair of jogging shorts. It was late at night, and she'd already seen me wearing less, so I just grabbed my keys, locked the apartment and went downstairs. 

She opened the door wearing my favorite outfit. She had on a short, cropped t-shirt that just barely covered her breasts. She had taken it a step further and cut the sleeves off and cut out most of the neck so it revealed her cleavage. She was also wearing a simple white pair of cotton panties, but they were cut high on the side. 

"I like your outfit," I told her while my eyes roamed from her head to her toes. 

"You look mighty good yourself," she said with a smile, "come on in. I want you to meet somebody."

Oh shit. I wasn't dressed to meet anyone. On top of that, just seeing her dressed the way she was had my cock well on the way to hard. 

"This is Pam," Tracey said, introducing me to a very nice looking blonde sitting on the sofa. "Pam's in my business law class. We were studying."

Pam was dressed in a long t-shirt. I couldn't tell if she had anything on underneath. It was obvious she was staying the night. She was stretched out on the sofa, her smooth tan legs covering most of the cushions.

"Hi," she said with a radiant smile. Her eyes twinkled as she checked me out. She was so obvious as her eyes scanned my body. She ended up focusing on my crotch for a second, then raised her eyes to mine and met my stare.

"A study sleepover?" I asked with a slight smile.

"Well, we were studying and we decided to take a break," Pam said, smiling over at Tracey. 

Studying. If they had been studying anything it was the art of drinking frozen margaritas. The blender and all of the ingredients were on the little dinette table. A nearly empty bottle of tequila was on the table, telling me they had been on their break for a pretty good while.

I reached over and shook her hand. "Nice to meet you Pam."

Pam responded with the last words I thought I'd hear "You're right, he does have a great body," I heard her say to Tracey.

I could feel my face flushing red as I turned to Tracey. Recovering, I replied, "So you think I have a great body, huh? Is that the proper way to think about your upstairs neighbor?"

Tracey smiled at me while she took a sip of her margarita. She sauntered across the room to me and offered me a sip. I took a long drink, and smiled back at her. She looked up at me and said, "Ohhhh, she knows all about you." She reached down between us and softly gripped my stiffening cock. "She also knows about how you take good care of me." Well, there was no going back now. My dick was soon at full erection. The loose jogging shorts I was wearing had little chance of hiding it. Tracey squeezed my dick until it was pointing straight out from my body. I looked ridiculous, my cock making a huge tent in my shorts.

She turned my body until I was facing Pam. Tracey leaned into me and put her right arm around my back. "Here, hold my drink," she said as she handed me her margarita. Her left hand now free, she slid it underneath my waistband and took my cock in her hand.

"I also told Pam about how you take care of me with this. I'd like to show her if you don't mind." 

Without waiting for my answer, she slowly slid my shorts down to my ankles. The waistband of my shorts had pulled my cock down as it went. I was so hard, that as the shorts slipped down, my cock bounced upward and hit me in the belly. Tracey went down to her knees and helped me step out of my shorts.

I was standing there in front of a woman I had just met and I was naked with a massive hard-on, holding a half-empty margarita in my hand. Tracey, still on her knees, looked up at my dick and said, "See Pam, isn't it just gorgeous?"

Pam agreed and said, "Yes it surely is." Her voice sounded a little huskier as she stared at my dick. 

"Do you want to touch it?" Tracey asked her, as her own hands began softly caressing my dick. A small drop of pre-cum appeared at the head, and Tracey spread it all over the tip of my dick, causing it to jump in reaction, which led Tracey and Pam to both giggle.

"Ummm, hello?" I said. "Is it really fair that I'm standing here naked?"

Pam arose from the couch and said, "You know, Trace, he has a point. It really isn't fair." She reached down and grabbed the hem of her shirt and slowly pulled it up. The first thing I saw as the shirt rose above her thighs was that unlike Tracey, she wasn't wearing any panties. Her tuft of blonde pubic hair was trimmed to a small patch. The shirt continued to rise to reveal a very nice set of breasts. Her nipples were light pink and slightly erect. She pulled the shirt over her head and tossed it to the floor. She shook her hair out and walked up to me and gave me a little kiss on the lips.

I could not believe this was happening. Pam dropped to her knees and reached over to Tracey and helped her pull the shirt over her head. Tracey pulled her panties down to her knees, and then slid onto her side in order to raise her legs. Pam reached over and pulled the panties down Tracey's legs until she could slip her feet out. 

I was ready to come right then, just from watching the two ladies undress. 

Tracey took hold of my dick again and looked up at me with a smile, "You're enjoying this aren't you?" she said with a little laugh.

In response, I flexed the muscles controlling my dick, causing it to throb in her hand.

Tracey responded with a laugh from deep in her throat. She turned to Pam and asked her, "Do you want to suck his dick? He really likes it."

Pam laughed, "Oh he does? Well, I guess I could give it a try."

Pam's hands came up to softly grip and caress my dick. She ran her hands all over it, reaching down to lightly scratch my balls. Then she leaned her head forward and took it into her mouth. While she was doing this, Tracey was running her hands over my body and Pam's. I felt her lightly scratching and rubbing my ass while her other hand was moving across Pam's back. 

Pam's mouth was like liquid heat. She worked my cock in and out, rubbing her lips and tongue up and down the shaft. I was mesmerized by the sight of it. 

"He tastes good, doesn't he?" I heard Tracey say, "he's always clean and nice smelling."

Pam mumbled back a reply, unintelligible with my cock in her mouth, causing Tracey to laugh.

"Can he come in your mouth?" Tracey asked Pam, "He really likes to do that. But if you don't want it, just tell me when he's close and I'll take over." Hearing that, I nearly answered the question by doing just what she was asking her to let me do. 

Pam slowly took my cock out of her mouth and looked up at me. "Do you want to come in my mouth?" 

"Oh yeah," I responded, "I'd love that."

"Okay, but let me take a break for a second," she said as she pointed my cock in Tracey's direction.

Tracey didn't even hesitate. She buried my cock in her mouth. Tracey knows exactly how to treat me and in seconds I was moaning that I was about to come. Pam quickly took back over and slid my cock into her hot wet mouth. Tracey reached underneath Pam's face and began softly scratching my balls again. I reached down and grabbed some of Pam's hair in my hands and started coming hard. I was so turned on by the situation that I came in two quick full spurts that were too much for Pam. She had to pull away. My cock slipped from her mouth with a wet pop. Tracey reached up and grabbed my dick with her hands and milked the rest of my come onto her tits. 

I could barely stand. I continued coming violently as Tracey kept using her hands on me. 

After a minute, I slowly collapsed onto the floor with the ladies. My heart felt like it was going to beat right out of my chest. I looked over at Pam who smiled back at me. I looked at Tracey who also had a smile for me.

"You okay?" they both asked me at the same time, causing them both to giggle. 

"Yeah, I'm fine. That was the most incredible thing I've ever done, " I said between taking deep breaths.

Tracey looked over at Pam and said, "Well, what do you think?"

Pam looked at Tracey and replied, "Yeah, I think it's going to work out just fine."

I sat up a little, leaning on my elbows, and asked, "What are you talking about?"

Tracey put her hand on my chest and pushed me back down to the floor. She leaned over and gave me a little kiss and said, "Pam's going to move into the apartment next to me. Her boyfriend goes to school with mine. I told her about our arrangement and she wants to be a part of it."

I looked over at Pam and she leaned over and kissed me. 

"Well, welcome to the neighborhood."

"Thanks," she said. 

Tracey and Pam both looked at my softening cock. Pam sighed deeply and bluntly said, "It's too bad he's not hard, I could use a good fuck right now."

"Well, watch this,"Tracey said. She leaned over and took my soft cock into her mouth again, breathing hot air on it and licking it with her tongue. In seconds I was so hard she had to back off and slide it out of her mouth.

She held my stiff organ erect with her hand, and looked over at Pam. "Is this what you wanted?"

Pam looked at my cock and said, "Wow! Does he always recover so fast?"

"Just put it in your mouth again and he's hard in a minute. Plus, since he just came, he'll last forever," Tracey said. "Come on over here and climb on."

Pam crawled over to me and squatted over my hips. I laid there in shock and awe as Tracey guided my dick into this woman. Pam moved close enough for Tracey to slide my dick in and out of Pam's pussy lips, moistening the tip until Pam finally said she was ready.

Pam slowly slid down onto me with a low moan. She moved up and down a few times until she was settled with me deep inside of her. 

Tracey let Pam get her pace going, moving up and down, then back and forth in a circular pattern, and then she moved over to kiss me on the lips. 

"Feel like licking my pussy?" she asked me in a low whisper.

How could I say no after what she had just introduced me to? 

Tracey slid over onto me until she was squatting above my face, her pussy lips just above my mouth. She was facing Pam and I pushed my tongue inside her.

Soon, both women were moaning and moving their hips rapidly. 

"I told you he was good,"Tracey moaned to Pam. Pam just nodded her head rapidly in agreement. 

It didn't take much longer before Tracey came, pushing her pussy into my face and smashing my lips against my teeth. She shook and trembled for a minute and then moved off of me. 

Pam was still working away, but I could tell she was beginning to get close. I don't know why I was continued to be surprised by the events of the night, but I was still not prepared to see Tracey reach her hand down to where my cock was sliding into Pam. She started rubbing Pam's clit as she worked my cock in and out. 

Tracey laid her head down on my stomach and continued to rub Pam until she came really hard, slamming down onto my hips and grunting really loud. 

She finally slid off of me and collapsed on the floor. Tracey replaced her, climbing up onto my hard cock and impaling herself on me. 

She began a rapid up and down movement of her hips. "C'mon baby, come inside my pussy. Come in Tracey, I want to feel it," she whispered to me. 

I started pumping upward into her. She moved her fingers, wet from Pam's pussy, into my mouth. I sucked them dry as she began pumping up and down on me harder. 

A minute later, I shot my load of come into her. She stopped her movement on me and just sat still feeling the juice pumping inside of her.

She finally leaned down onto my chest, with my cock still inside of her. She softly whispered to me, "I've been sharing myself between two guys. Do you think you could share yourself between two girls?"

"Well, I'm probably going to need some practice to get it just right," I said with a tired but satisfied smile.



He Remembers Tracey Ch. 11



Tracey is bent over, holding onto a bookshelf attached to the wall. Her shirt is pulled up to reveal her breasts. Her skirt is bunched up on her waist. Her legs are spread just wide enough to give me access. I'm standing behind her with my shorts unzipped and underwear pulled down enough to release my cock, which is sliding in and out of her wet pussy. My hands alternate from gripping her waist and grabbing her gently swaying tits. We're being as quiet as a couple can be when they're fucking in the college library at one o'clock in the afternoon.

We had met after class on Wednesday. We had run into each other at the snack bar around 11:00 a.m. and shared a table for lunch. Tracey had been sucking away at a really thick chocolate shake and of course, I made a comment about her sucking and slurping abilities. Usually she will just roll her eyes at me, but this time she gave me one of those looks that I've grown to love. With a twinkle in her eye, she proceeded to suck even harder on the straw. She raised up, smiled at me and ran her sweet little pink tongue over her lips.

She looked at me and whispered, "Do you feel like being crazy?"

I knew exactly what she meant. It was Tracey's code words for, "do you want to go see me naked somewhere where people might see us and maybe get the chance to fuck me?"

"I'm always ready to be crazy," I responded, "what do you have in mind?"

"Hmmmmm," she said, putting a finger to her mouth, "follow me."

No problem there. I collected our lunch trays and took them to the trashcan. Tracey walked quickly ahead of me until she was leading me by about twenty feet.

What a sight to see as I watched her walking in front of me. I had studied that view long enough that one day I saw her from behind way across campus and knew it was her. She was surprised when I told her how I recognized her, but I think it pleased her as well.

Tracey is wearing a short skirt, a tight shirt, and sandals. She is beautiful. The skirt and sandals really do well at showing off her lightly tanned and toned legs. Her legs are always so smooth. The skirt is loose, but just tight enough to showcase her sweet ass. Her light brown hair falls just below her shoulders. 

It's a nice Spring day with the sun shining and a comfortable breeze keeping everything cool. I follow her across campus until she finally sits down in a shaded area next to one of the buildings. I play it cool and sit down about twenty feet from her. I put my backpack down and open a book, pretending to study. I pretend to read, but I'm paying close attention to Tracey. 

She looks casually around. Since it's lunchtime, there isn't much movement on campus right now. As I watch, she slowly pulls her skirt up until she's exposed her upper thighs completely. She sits that way for a minute. It doesn't sound like much, but it's a very daring thing to do in the middle of the day on a college campus. She slowly rubs her thighs, putting on a little show for me. I'm immediately hard as I watch her do this. I'm glad I have a textbook in my lap because my shorts are doing nothing to hide the tent my cock has created.

We hear a conversation as a guy and girl head in our direction. They are approaching me and will have their back to Tracey as they pass. Tracey pulls her skirt down to a more respectable position. 

As the couple passes me, I look to see Tracey as she sits up until her butt is off the bench, pulls her skirt back up and quickly pulls her panties down to her knees. Oh, man, is this ever hot. She pauses right there with her skirt pulled up, legs spread a little, stretching her panties out, and just sits there for a minute. If someone came along right now, there would be no covering up as to what she is doing. I stare intently at her, reaching down to discreetly adjust my cock in my shorts, letting her know what effect she is having on me. 

She finally slides the panties down her legs. She picks up her panties and twirls them around in the air on her finger. She stands up, adjusts her skirt, and walks over near me. Looking around as she approaches, she doesn't see anyone around, so she tosses the panties to me as she walks by. I quickly grab them and throw them into my backpack. I collect my books, and stand up to follow her to see what happens next.

I found her near an outside coke machine. I again sat down a good distance away from her. Tracey puts change into the machine, and pretends to change her mind. She pushes the coin release and then, keeping her legs straight, she bends over to get the coins back. The movement of course, causes her skirt to rise up in the back, first exposing her lovely thighs, and finally to reveal just the bottom half of her naked buttcheeks. If I had been sitting closer, I swear I'd have been able to see her pussy as she bent over. She puts the coins back into her purse and heads off in the direction of the university library.

Damn, it's getting difficult to walk nonchalantly with a very hard erection in my shorts. I follow her into the library. We are not a large university and the campus pretty much shuts down during mealtimes. There's hardly anyone in the lobby except a couple of people at the computers and the two workers at the checkout station.

I follow Tracey to the elevators, but I can tell she's thinking that would be too easy, so she turns to the stairs. The stairway is solid concrete with high walls so you can't see who is about to come around the corner. She heads up the stairs ahead of me and I nonchalantly follow a few steps behind her. I look up as I walk and there she is going up the steps. She's pulled her skirt up until I can see the lower part of her buttcheeks. I'm greeted with the perfect view of her pussy as she climbs the stairs. 

I turn on the first landing and there at my feet is Tracey's bra. She's halfway up the second flight of stairs leaning against the wall flashing me her tits. She waits until I've had an eyeful, then pulls her shirt back down and continues up the stairs. I pick up the bra and stuff it into my backpack. We go further up until we are about to reach the fourth floor landing. I'm still following at a distance behind her. As I turn the last corner, Tracey is standing there waiting for me with her shirt completely off. She's holding her left breast in her hand and whispers, "Suck it."

I look around quickly, then lean forward and take her nipple into my mouth. She gives a little moan, and softly says, "I'm so wet. You're going to have to do something to me soon."

I tell her to stay where she is and I go up ahead to scout the fourth level. I look around at the top of the stairs and tell her to come on up. Still topless, she quickly runs up to where I'm standing.

"Is there anyone up here?" she whispers. 

I reply that I don't really know.

She throws her shirt back on and tells me to split up and look around. I go one direction and she goes the other. We meet again at the top of the stairs after confirming that the fourth floor is empty. 

"Okay, no one is here. Let's find a place quick!" She whispers urgently.

I pull her over to a secluded section of the floor. She doesn't waste a second in getting ready. Tracey bunches her skirt up around her waist and pulls her shirt up above her breasts. She leans over and braces herself against the bookshelf in front of her, looks back at me with wide eyes and says, "Hurry up!"

I really didn't need the urging, however, as I've already worked my cock out of my shorts and stepping into position.

I lean down enough to position my cock at her pussy. I haven't even touched it yet and I can feel the heat coming from her. My dick slides into her pussy lips and I rub it up and down a second before slipping inside of her. Tracey lets go of the bookshelf with her right hand and reaches down between us. I've only begun to thrust into her when she touches her clit and explodes in orgasm. 

I can feel her pussy clenching my dick tight as she shakes against me. I hold still inside of her for a minute as she comes. Finally she puts her hand back on the bookshelf, turns her head to me and says, "Fuck me hard. Do it quick!" 

I oblige the lady. I begin a rapid pumping in and out of her. We're making wet, slurping sounds in the silence of the library as my cock slips in and out of her. 

"Come on, baby," she whispers to me, "give it to me."

I can feel my balls tighten up and I give her some rapid thrusts. Seconds later I'm coming inside of her, my cock squirting my juices into her. As soon as I can, I pull out of her steaming pussy and zip back up. Tracey only has to stand up and push her skirt and shirt back into place. We collapse against each other in an embrace, both of us out of breath. 

We gather ourselves and walk out of between the shelves. As we turn the corner, we see a couple of guys and girls working on a group project about 40 feet from where we were just fucking away. I guess they came up just as we got started. They give us a suspicious look as we walk by. Tracey just reaches over and grabs my hand and pulls herself against me as we walk past them. 

This time we take the elevator down. I start to hand her panties to her, but think twice about it and pull them back out of her reach. She looks at me with a curious look on her face and I tell her, "I think I'll just hang onto these for awhile."