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Learning From Allison


Learning from Allison
John P. Fault <>

Copyright 1999, John P. Fault. Feel free to distribute, but please
leave the entire story intact, as-is. This is a story containing
somewhat graphic sexual activity. If you're under age, then you
probably shouldn't read this. If you're a consenting adult then read
away. Remember, be responsible for your actions and yourself because
no one else will. I'm certainly not responsible for you, what you
think, or what you do, and I wouldn't want to be even if I could.
Ultimately, whatever comes around goes around, so play nice.


[Author's note: I think I like writing the author's note as much as
the story itself. I'm obviously not a well person. At any rate, this
story is set a number of years ago when I was 16. These are my
experiences from long ago. I do not necessarily suggest that you take
them to heart. I only offer them up as entertainment. Times, places,
and people have all been changed a bit to protect the, um, not quite
so innocent, as well as to enhance the story a bit. I hope you enjoy

The first time I met her was when I was in fourth grade. She was a
friend of my big sister's. She was tall (to me), thin, kind of gawky,
with a mouthful of braces. She also had a very shrill voice that stood
out in a crowd. She and her mom lived right around the corner from us,
so she was over at our house a lot.

I guess the reason she really stood out in my mind back then was
because she was always really nice to me and made sure that I was
included in the goings on. That was really nice of her considering
that she was 13 or 14 and I was about 10. It was like having a big
sister that was actually nice to me.

She always seemed a little manic and high-strung. It never really
occurred to me then, but it did later. I was just happy that one of
my sister's friends actually wanted me around. It was nice. It made
me feel a bond with her.

About a year later, her mom got a job a couple of counties over where
they had relatives. She moved away that year and I didn't hear from
her for a long time. I had actually sort of forgotten about her. Every
now and then my sister would mention that she'd heard from Allison,
we'd reminisce a bit, then life would continue like always.

One day, my sophomore year in high school, a friend (more like a
friendly acquaintance, I guess), Billy, asked me if I remembered
Allison Williams. That took me by surprise. I asked if it was the
Allison Williams that used to live on McClellan Avenue about six years
ago. He said, "Yep. She's my step-sister now. She was asking if you or
your sister were still around. She's in school in Whitesburg, at the
college there, but she's back in town for the summer and wanted to
find some of her old friends."

I was amused and definitely surprised. I really wanted to see her because
like I said, we had some sort of bond going on.I found out that Billy
only lived about two blocks from me, on the other end of McClellan
Avenue. Now that was weird. She moved from McClellan, disappeared for
years, and now her mom lives roughly three blocks from their old
house. Strange coincidence, it would seem.

I gave Billy a lift home after school so I'd have an excuse to stop by
and see Allison. We went in to his house and he ran upstairs, yelling
for her to come down, that she had guests. She came downstairs and
I did a double, then a triple take. This was most definitely not the
same girl I had known. The thin, gawky girl of the past was no longer.
She no longer seemed quite so tall, about 5'4", a little shorter than
I was. Her short pony tail was gone, replaced with rather thick blonde hair. Her thin frame had ripened into a very (*very*!) well proportioned
body...nice medium sized breasts, broad hips, shapely legs...and as I
panned back up to take in her smile, the braces were gone. I guess that
shouldn't be all that surprising. It just seemed so weird that the
last time I had seen her she looked so much different and now she
was absolutely gorgeous.

The age difference that had seemed so huge before now seemed a bit
lessened. Though there was an air about her that spoke of maturity
and experience that I, as a young buck of 16, just didn't have.

Her smile was broad and her eyes twinkled a bit. She spoke first, "Wow!
Look at you! You've really grown up! I guess last time I saw you, you
were about 10." I grinned a bit and said, "Looks like I'm not the only
one who did some growing up. You look great !" She grinned and stepped
towards me and gave me a hug. I was so taken aback by the proximity of
such an amazing woman so suddenly that I was completely speechless.
Somehow I managed to not embarrass myself (or her).

Billy had since deserted us. I hadn't noticed since I was so focused
on Allison. We went into the living room and sat down and just
talked for a bit. We caught up a little on what had happened between
moving and coming back. We talked a little about fond memories from
years before. She even dug up some pictures from a Halloween party
she had had the last year she lived in town. There was a group shot
with me, my sister, Allison, and Natalie (another of my sister's
friends). Talk about a group that had changed !

It was like we had never been apart. We were having a great time strolling
down memory lane.I was enjoying the talk, but kept sneaking downward
glances at her smooth, tan legs. She caught me doing it finally and
just grinned at me. It was a look that said "I know what you're doing,
but it's okay." I blushed anyway because that's my nature.

It was nearing 5pm and I needed to get home and get some stuff done.
She walked me to the door and said that she was going to be in through
the end of the summer, when she was going back to school, and that
she didn't really know anyone here anymore. She said that we should
hang out a bit and really catch up because it had really been a long
time. I agreed, said farewell, and went out to my car.

In the days that followed, I found myself thinking about her an
awful lot. Well, to be truthful, there was some thinking and a whole
lot of fantasizing. Hell, I was 16 with the hormones to prove it.

The weekend rolled around and my Saturday night plans had fallen
through. I called Allison and asked her if she wanted to come over
and watch a movie. She said sure. I told her I'd come pick her up and
we could go pick something out.

At dinner I told my parents that Allison was coming by to watch a
movie they were less than thrilled. mom said what they were both
thinking, "She's 21 or almost 21, why is she hanging around with a
16 year old high school boy." My sister came to my defense. (Which
surprise the hell out me...) and said, "Look, she doesn't really
have any friends here anymore. It's no big deal. You're making
something out of nothing. She's just trying to hang out with friends
from the old days. She and John were like brother and sister even
back then...only they fought less." She flashed me a grin with that
last bit. Gotta love my sis.

I had to admit that even though I'd been having all sorts of erotic
fantasies about Allison that I would never expect for any of them
to happen. For starters, she *was* 21 and I was 16. That just doesn't
happen. The other thing was that we were good friends in the past and
could be again. I didn't want to jeopardize that. Hormones be damned,
I did value friendship. The other thing was that I was somewhat shy
and not terribly aggressive. So, the sum here was that this really was
a friendly thing, nothing more. Or so I thought.

I picked Allison up at her place and off we went to rent a movie. I
can't remember what we finally ended up picking out, but it was some
sort of horror/suspense type movie. We headed back to my house (okay,
my parent's house) to watch the movie.

We popped some popcorn, grabbed a couple of cokes, and headed down
to the basement. The basement was pretty much my domain. My parents were pretty cool about me having friends over, so they put some foam
furniture and a decent tv and VCR down there.

I put everything down, popped the tape in, and settled myself down on
one of the foam couches. Allison sat down at the other end of the
couch, with the popcorn between us. As the movie got going, she got
scared (so she said) and scooted closer to me. I can't say that I
minded at all. Her hair smelled so good and her body felt so warm and
soft against me. I had to remind myself that this was all innocent and
that I shouldn't read more into it than was there.

The movie continued on. I guess we both dozed off toward the end. I
missed the ending entirely. I opened my eyes and found myself with
Allison's head on my shoulder and sort of halfway draped over me.
It was definitely nice. Her eyelids fluttered and she looked at me,
a slow smile creeping over her face. She sighed and murmured something
incomprehensible and cuddled up a bit closer.

At this point I had to have a stern conversation with my libido. On
one hand, here was an attractive girl (woman!) laying on me. On the
other hand, I've known her forever and she was like a sister to me not
so long ago. On the other, other hand, being 16, one of my prime goals
was to be this close to attractive females. On the last hand, she did
initiate and perpetuate the contact. So, having felt good about
reasoning with myself, I let things sort of ride on as they were. The
fact that my argument used four hands didn't bother me in the least.

The problem now was that while I was talking to myself, Allison shifted
a bit which brought her breasts in full contact with my rib cage. I
felt myself getting hard. I tried to think of just about everything
but the situation to get things under control. I looked down and Allison
opened her eyes and looked at me. She slid up my body, bringing an even
more delicious contact with her as she did so. When her face was even
with mine, she looked at me, then leaned in and kissed me. It was rather
electrifying. I felt it in my toes.

She rolled off of me, onto her side and pulled me so I was facing her.
She slid her hand up my back, over my neck, and into my hair, pulling
my face gently to hers. The feeling of her hands caressing my face and
neck as we kissed just added to the sensory overload I was feeling. I
pulled in closer, feeling her lush body against me. The sheer amount of
heat coming of her body was amazing.

I eased a wayward strand of her long blonde hair out of her face. We
looked at each other and smiled a bit. I said to her, "I can't believe
what we're doing. It seems like it should be really wrong, but it feels
right...comfortable...amazing." She just gave me a soft smile and ran
her fingers through my hair again which sent jolts of electricity up my

She pulled me in again and we kissed for what seemed like hours. I was
rock hard by this point and the way we were pressed together there was
no way for her not to know. As we kissed, I snaked a hand under her
sweatshirt, up her back, slowly sliding my nails lightly up her spine.
She moaned softly and arched her back, pushing her soft breasts into my
chest. I worked my hand around her side a bit, inching my way toward a
breast. My index finger had just reached a bare (bare!) breast under her
shirt. I should have realized from my meanderings up her back that she was
braless, but it had taken touching the gentle swell to come to that
realization. She stopped me and said, "Let's not start what we can't

I guess the disappointment showed. She said to me, "There will be other
times and places, well, that is if you're creative. Can you find us a place
where we can be alone for a while and not have to worry about anyone
walking in on us ?"

I didn't know of any place off the top of my head, but I'd damn sure find
one !

We kissed awhile more and then she said she needed to get home because
she had some things to do early the next day. I walked her to her car and
went back inside. My balls were aching, but the only joy they would get
for now was a little solo action. Sigh.


The next day, it occurred to me that I knew the perfect place to take
Allison. (I was hoping that "take" was the correct word to use.) My
grandparents had a houseboat that they used during the summer. During
the early spring, like it was now, it was just sitting there, on the
lake, empty. I called her that night and asked her if she was free on
Wednesday. She said she was, but that from 3pm or so to 5pm wasn't
enough. I couldn't have agreed more. I told her that I'd pick her up
around 11am.


A found out early in high school that a friend of mine wrote exactly
like my mom. This indeed is a good and useful thing. Dana wrote a note
for me, saying that I needed to be excused for a doctor's appointment
at quarter of 11. It worked. Soon, I had the clearance to leave
school, and since it was an excused absence, the school wouldn't be
calling or looking for me.

I picked Allison up at 11 and we headed out to the lake. The drive out
was a bit nerve-wracking for me, but she seemed quite comfortable. I
kept sneaking peeks at her the whole way. It was a warm late spring
day, the sort of sneak peek at summer, where it feels so good to be in
the sun after a long winter. She was wearing shorts that really showed
off her finely sculpted legs.

We got down to the docks, which were pretty much deserted, and got to
the boat. I unlocked the door and we went in. I gave her the grand
tour, with the final stop, of course, being a bedroom. We started
kissing in the doorway. They were kisses of passion and fire, hard,
driving, her tongue dancing over mine, darting in and out of my
mouth. I slid my hands down her back and over her firm ass, pulling
her harder against me, against my now throbbing cock.

We made our way over to the bed. Before we got on the bed, she pulled
my shirt off of me and unzipped and unsnapped my pants. Since I was
inexperienced, I let her lead the way. She lay down on the bed and
pulled me down with her. We stayed like that for awhile, me partially
on top of her kissing. Her hand was fluttering over the base of my
neck and it seemed incredibly arousing.

I kissed my way around her neck and over her still covered
breasts. Her shirt had ridden up a bit, exposing her taut, yet soft,
belly. I kissed her stomach and up her rib cage to the upward slope of
a breast. I eased her up a bit and together we pulled her shirt off of
her, finally exposing those amazing tits.

The skin to skin contact of my chest against her nipples was incredibly
stimulating. She pulled me tightly against her, fully in contact, and
kissed me deeply, wrapping her legs around my back.

After about 10 minutes or so of this, I pulled back a bit and kissed
my way down her neck and to her breasts, slowly kissing and licking. I
kissed and nibbled over the swell of each breast, but avoided her
swollen nipples. After a few minutes, I unexpectedly engulf a nipple
with my tongue. I heard her gasp a bit and she shuddered under me. I
lifted my head away from the pink, turgid nipple and lightly blew air
across it. She arched her back a bit and then used her hands to guide
me back to her other nipple. I wasn't going to turn down an offer like

I worked my way down her rib cage, over her stomach again. When I got
to the snap on her shorts, I eased back and brought in my hands to
undo them, then work the zipper down. I tugged her shorts down her
legs and off into the floor.

She was wearing black lacy panties that were mostly see through. This
alone was almost enough to scramble my hormone riddled brain. Her
lying there, her blond hair fanned out on the pillow, looking flushed,
wearing only those sexy panties only aroused my lust even more.

She again pulled me down to her and we started kissing again. Her skin
had gotten almost hot to the touch and she was starting to get more
aggressive, pumping her hips up at me, running her nails down my back,
kissing me hard and deep. She pushed me off of her, onto my back.

She climbed on top of me and straddled my hips. Allison smiled at me
with a combination of friendship, love, and full-blown lust. She
leaned down to kiss me, her hard nipples grazing my skin. She then
kissed her way down my body, hard nipples blazing the trail. That
sensation of her breasts and nipples working down my body followed by
a hot, wet, active tongue was utterly amazing.

She pulled my jeans off of me and took my boxers at the same time. I
felt a little embarrassed despite the fact that this meant good
things. I had never been completely naked with a woman. My last
girlfriend, Tracy, wouldn't get past the almost completely dressed
hand job in the dark stage.

I didn't dwell on it that long because Allison was kissing and licking
all over around my cock, but not actually touch my cock despite me
trying to move it toward her mouth. She kissed and liked the crease
where legs meet torso, you know, the flat spot near the hip bone. That
about drove me nuts. It felt so good. I hadn't realized just how
sensitive the skin is there. Whew.

Then, before I knew it, she had engulfed my dick in her mouth, all the
way down to the base. In the same motion she came all the way back off
of me and then started slowly, maddeningly gently tonguing the
underside of my cock, sucking on the glans for a bit and then working
her way up and down.

After a while she stopped and looked at me. She asked me, "You like ?"
What the hell kind of question was that ?!? I think my expression said
it all. She said, "Don't hold back, okay ? We have plenty of time."
With that, she engulfed me again in her hot, wet mouth. As she took me
all of the way in again, I felt her tongue lightly moving against my
dick. Then she started working up and down slowly, using a lot of
tongue and some amazing sort of twisting motion that was killing me
with pleasure. I slid my fingers into her hair, just touching her as
she brought me higher and higher. I moaned, "I'm gonna cum..." Allison
started going a bit faster and as I shot, she deep-throated me, then
back off as I finished off with a huge load in her mouth. I felt her
swallow (which surprised me, I must say) and then she slowly tongued
my sated prick.

She moved back up, away from my dick, and got a drink from the coke we
left on the nightstand. She kissed me and asked whether or not it met
my satisfaction. I told her that she was amazing and it was absolutely
incredible. She then said, "Good. I'm glad you liked it. When you're
ready, though, I need you inside me."

Being sixteen has advantages in terms of short recovery times, but that
statement almost got me back to full height immediately.

I started kissing her a bit, running my hands over her body. We kissed
hard and deep for awhile before she said, "Now. Right now." She rolled
a condom on my cock, gently stroking me a bit. Then, she guided my
cock into her warm, wet, snug pussy.

The feeling was exquisite and quite literally like nothing I'd ever
felt before. Again, my face must have given me away, because she said,
"You've never done this before, have you ?"

I figured that there was no point in lying and said, "No, you're my

She hugged me tightly to her and said, "I wish I'd known that before
now, I would have made it more special."

"It, um, never really came up...and besides, this has been pretty
amazing the way it's been going."

She bit my earlobe and pulled me into her as deep as possible. We
started kissing and I started into a slow rhythm of long strokes in
and out.

Condoms are such a mixed blessing. While I know now that it's sort of
like washing your feet with your socks on (a great Heinlein
mis-quote), they can also help keep the stimulation down so you don't
disappoint your partner. The condom that day kept me from making a
great experience a short experience.

Anyway, I continued stroking slowly in and out, kissing Allison the
whole time. She wrapped her ankles behind her back like earlier, only
this time it was to pull me in deep and hold me there for a second. I
felt a small spasm wrack her body. She looked up at me and smiled
weakly, saying, "A mini-orgasm...but I want a big one..."

I pulled back a bit and pushed in more forcefully. She moaned. Now, I
started doing long, hard strokes into Allison, looking deeply into her
eyes. I felt myself getting more and more worked up. We were both
breathing pretty hard by now. I started pushing in faster and shorter
strokes. Her hips were bucking and writing.

She started biting my neck and moaning a bit. I was nibbling on her
ear, trying to hold on and keep from coming yet. She nudged my head
over and looked into my eyes. She said, "Almost, almost...more !" I
started really pushing hard. Her hips were up off of the bed now.

"Now, John, now !"

I pushed another hard stroke and then cut loose, filling the rubber.
My stroke and pulsing pushed her completely over, her body shuddering
and shaking.

She kissed me long and hard. We just stayed like that for a long, long
time, me inside her, gently necking.

After a long while, I sort of fell out when we moved a little. I
pulled off the rubber and tied it off and threw it in the garbage. She
pulled me back down to her and we spooned for a bit. Nothing really
needed to be said.

About 3pm, we realized that we needed to get going. Laying there, I
was hard again against her. I looked at her inquisitively as she
turned to face me. She said, "We don't have time for another go, and
besides, I don't think we have more condoms. Will a blowjob do ?"

"Will it do ? Good lord yes !"

She knelt over me and took me into her mouth again. This was a sixteen
year old's dream: an older woman who liked sex and want to please and
be pleased. I can dig it.

Her tongue was driving me nuts. Despite the fact that I'd already come
twice in the last few hours, I could feel myself getting ready to go
again. She cupped my balls, gently rubbing them while sucking hard on
the head of my cock. I came again into her mouth, feeling her swallow afterwards.

She pulled away and grinned at me, "Think that'll do for awhile ?"

"Yeah, I think so," I said, grinning back.

"We need to get home," she said. "I'm glad that I could be your first
and I hope you never regret this. You were always a good friend to me
and now you're a good lover, as well. I'm going to want repeat
performances, you know."


Well, I never have regretted the whole experience. I still wallow in
nostalgia thinking about it. She invited me to her wedding a few years
back. It was a little odd, but when she looked at me, I knew that our
little secret was a treasured memory for her, too. I was saddened, but
I was only 21 when she got married. My pipe dreams of running away with
her were just that...but I can dream, right ? The guy she married is
really nice. I've lost track of her now. Every now and then, I go looking
online to see if I might find her, but I never do. I'm not sure if I'd
even want to get back in contact after all of these years...but I do
miss her...and I remember how good she was to me and for me.

And she got her repeat performances... :)

-jpf 11/06/1999


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