I met Alicia a few months ago at a friends party. The minute I saw her I was completely captivated She is about 5'8" tall with long brown hair, light blue eyes, and a firm athletic body. She was wearing a tight ribbed turtleneck and a short gray wool skirt, with cute black pumps. I immediately had a friend introduce me to her. We hit it off right away and spent a long time chatting. At first I thought she was about my age, 26. She was so mature and intelligent, not to mention extremely sexy, and not afraid to show it. However, as we talked, I found out that she was only 19 years old, and a cheerleader at the nearby university. That practically made me fall in love with her. Later in the night, after slamming some beers with my friends, I wanted to spend some more time talking to Alicia. I spotted her walking into one of the bedrooms, to get new cd's for the stereo. I followed her in, without her noticing me. I almost fell flat on my face when I entered the room. Alicia was bent over, looking through the pile of cd's. Her skirt slid up her cheeks and revealed a little patch of red plaid panties, not to mention the back of her tan, shapely legs. I must have been staring for about thirty seconds, when she finally turned around and noticed me. Feeling the alcohol and still being fazed by the awesome sight, all I could say was "You are incredibly sexy." She just stood there for a second, then after realizing that I was referring to the view that I just had, she said "Do you always sneak up on people like that?" She seemed a little mad, and I was very embarrassed, "I'm sorry, I didn't mean anything by that, I just...," "That's ok, I'm flattered" she interrupted with a cute smile. We spent the rest of the night getting drunk, getting acquainted, and even a little "making out." Alicia was really laid back and easy to talk too, we even joked around about our sexual pasts, and fantasies. Over the next few weeks Alicia and I went out a few more times and really enjoyed being together. We didn't have sex, but we shared a few hot, intimate moments. Then, one afternoon, Alicia called me and asked if I would go to a Halloween party with her at one of the other cheerleaders apartments. I already had some plans, but nothing as tempting as that. I agreed to meet her at the party because it was just down the street from her and she wanted to go early and help set up. She asked me to dress up as a stuffy professor, but she wouldn't tell me what she was going to be, it was a surprise. The second that I walked into the party I realized that I had made the right decision to change my plans. There were a lot of guys there, but there were also tons of beautiful girls, and a lot of them were from the cheerleaders squad. I immediately noticed a tall buxom blonde dressed as a "boxer," with very short, very tight, red satin shorts and a tight white tank top (quite obviously without a bra), a "beauty queen" in a bikini with a sash over her shoulder, and a "cowgirl" with tight, holey, cut-off's. It was amazing. After taking in some of the scenery I started searching for Alicia. I didn't see her anywhere, but I did see a crowd of people outside one of the bedrooms. As I crossed the room, the crowd let out a loud cheer, and then began to disperse. When I got to the door and looked in I saw Alicia and her roommate, Jen (a short blonde with a sexy,shapely body), standing next to each other in what looked to be cheerleading outfits, except that they were about five sizes too small. Alicia saw me and ran over to give me a kiss. "Wow, what are you supposed to be?" I asked. "Don't you remember the first night we met? We were talking about fantasies, and when I said that I was a cheerleader, you told me that all guys have a fantasy about a naughty, sexy cheerleader. Then I remembered that my ex-boyfriend said the same thing once. So, we decided to go as every guys fantasy!" She wasn't kidding, they had on tight white workout bras, short white skirts (so short that when she walked it would bounce up and show the bottom of her buns), white socks and tennis shoes, and carried little red and white pom-poms. Then when I saw Jen bend over to pick up her pom-poms I realized that they were wearing red thong panties! "And you decided to put on a show for the whole party?" I replied, jealously. "Hey, we were just having fun doing a cheer, don't get upset," and she gave me another long kiss. I calmed down and realized that she wasn't even really my girlfriend, so I shouldn't get upset. At first I felt a little funny at the party because most of the people, not all however, were younger and still in college. So, Alicia and I spent a lot of time together, but as the night went on I met some other people and Alicia wanted to dance with some friends. I couldn't help but look at Alicia every few minutes because she looked so damn hot. As the night went on, I noticed that most of the guys that danced with her would "accidentally" rub there hands across her ass, or pull her close and grind with her. Who could blame them, I got excited just watching her dance, her breasts bouncing up and down, and wiggling her little ass and long, tan legs. At one point, I saw a guy, dressed as a policeman, raise her skirt and run his fingers down her crack as they danced. She let it go on for a few minutes, just rocking her head, and hips, back and forth. Then, the guy actually pulled her cheeks apart and tried to slip a finger into her. She pushed him away whispered something to him and walked back over to me. She saw the look of anger and jealousy on my face and jumped down onto my lap. "Don't get mad, remember I told you, I'm just having fun. I am not a slut, I really like what we have going and I only want to be with you. I just like to flirt and I love all the attention I'm getting. Besides, like I told Tom just a minute ago, I know his girlfriend, so he'd better behave." She was right, in the brief time that I had known her, she displayed more trustworthiness than most people I know, and she did love to show off her body. "Now why don't you start having a little more fun, have another drink, and then take Jen to the dance floor." Jen was on the other couch finishing a beer. I went over and asked Jen to dance, "I'd love to," was her reply, in an incredibly sexy southern drawl. As we danced I couldn't help but pay attention to Jen's incredible body. As she hopped around I hoped that her breasts would pop out of her bra so that I could get a better look at those pointy nipples, pressing against the spandex, and everytime she turned around and shook her sweet ass I couldn't take my eyes away. While we were dancing she looked down and noticed a large bulge in my pants, "wow, am I turning you on that much?" I stuttered for a second, trying to say that she was attractive, but I was really thinking about Alicia. She just interrupted me, "Shut up and kiss me," and she leaned into me and started kissing me. I was kissing her back for a second, but then realized what I was doing, and pulled away. She looked up into my eyes and when she spoke, her accent seemed stronger than ever, "Look, Alicia and I are best friends, I already know everything about you. She really likes you, but she was concerned that you wouldn't have a good time tonight, and I'm just making sure that you do, when she's not around. Plus, she didn't want to lose you to one of the other girls here tonight." Her voice and smile melted me on the spot. As we continued to dance I became a little bolder and occasionally grabbed her waist and rubbed her sides and back. With my eyes closed, listening to the music and daydreaming about this girl, I felt her move my hands down to her ass. I took the cue and pulled her close. When I opened my eyes I saw Alicia dancing up tight behind Jen, then I realized that Alicia had moved my hands to Jen's ass. She looked me in the eyes and said, "I told you to have fun." As I rubbed against Jen, Alicia spun away and was dancing alone. When she turned around I noticed that her ass was bright red with hand marks. "Hey, why is your ass so red?" I asked, but I was trying not to be mad or jealous. "I bet Bill that he couldn't take four tequila shots in one minute. Well, he won, so he and his friend got to spank me while I bent over the table," she said as she raised her skirt and rubbed her sore ass for me to see. When I pulled my gaze away from that sexy ass, she gave me a wink and said "remember, I like you, nobody else." "I know," I replied with a smile, "do I get that same bet?" "You get that and a lot more." When I looked back to the kitchen I noticed the blonde "boxer" bent over the table getting her spankings. Clever guys. A few hours later we walked back to her apartment. I was hoping that Jen would go to sleep soon so that Alicia and I could have some fun. Alicia disappeared into the bathroom, but Jen brought two shots of whiskey to me. "I bet you can't do these after all that drinking earlier, and then do fifty push-ups," she said. Well, first of all I didn't drink too much because I was so busy staring at the girls, and second of all a guy can never pass up a challenge. I threw down the shots and after struggling to the fiftieth push-up, I jumped up to show my "manliness." WOW! Jen was bent over the kitchen table with Alicia standing next to her. "You won the bet," Alicia said, as she slapped Jen's round ass. I stepped up behind Jen and gave her a smack. She just wiggled her ass and moaned, so I spread her legs further apart to get a better view of her thong clad pussy, and began smacking away. Her soft butt jiggled with every slap. As I went on, my slaps got harder and harder. Jen's butt cheeks were bright red and her red thong was getting darker as her juices dripped out. After I stopped and stepped away, Alicia cut in front of me, "She's not done yet. You were a bad girl, weren't you?" "Yes, I was" she whimpered, "I kissed Steve (that's me) tonight." Alicia grabbed a wooden spoon off the table and continued slapping Jen's ass. "Oh god Alicia I can't take much more," she screamed as she bucked her hips into the table. Alicia dropped to her knees, pulled Jen's thong aside and started lapping at her swollen lips. I just stood and watched for a while as Alicia licked Jen to an orgasm. When they were done, they stood up giggling. "Jen's boyfriend is working in England for another fourteen months, so I agreed to help keep her satisfied." Jen walked over and gave me a deep kiss as I cupped her ass and slid a finger between her legs. Then she pulled away and walked to her bedroom "Y'all come back now y'here" she giggled as she closed her door. "She's really cool, I like her a lot" I said. "Don't worry, you'll see her again, but your dating me and now I want your full attention. Alicia and I laid down on the couch and started kissing and caressing each other. I could certainly taste Jen on Alicia's tongue. My prick was so hard from all the nights activities I could barely stand it. Then Alicia stood up. "Hey professor, one of my fantasies is to be disciplined by an older teacher." "That's me" I grinned. "But first, I want you to do something to me" she said shyly. I had never seen her act shy before, so I wondered what she wanted. She bowed her head and looked up at me with her light blue eyes, "I want you to eat me. All of me." she whispered,blushing. She got on all fours on the floor, raised her skirt and pulled her panties aside, "including my ass," she whispered sheepishly. "Oh, you are a nasty cheerleader, and you are going to be punished tonight!" I knelt down behind her and started licking her buns and thighs, circling closer and closer to her wet pussy and puckered anus. Slowly I ran my tongue over her swollen lips up to her tight hole and lightly swirled my tongue around it before poking the tip of my tongue into the warm asshole. Alicia let out a huge sigh and pushed her ass against my tongue, but I quickly pulled away from her. "Oh, please don't stop" she begged.. "You've been extremely naughty Alicia. You haven't spent enough time on your classwork, I think you've been spending too much time at cheerleading practice, and slutting around campus. Now I'm going to teach you a lesson." Alicia stood up and looked at me, she was breathing heavy and pouting. I knew what she wanted and I was going to give it to her, but first I wanted to tease her. "Take off your bra and close your eyes," I commanded. I stood behind her kissing her neck and earlobes as I caressed her large mounds, rolling her nipples between my fingers. As I turned her to face me I sucked on her rigid nipples, occasionally nibbling on them, which sent shivers over her body. Now I was ready to watch her swollen tits bounce. Without a word I bent her over with her hands resting on the back of the couch and removed her shoes and skirt. What a sight, bent over the couch wearing only a red thong, her brown hair tangled around her face, and her large breasts hanging free over the couch. I got down on my knees beside her so that I had a good view of her ass and breasts. Then the spanking began. Her tight little ass didn't move when I smacked it, it just turned redder and redder with each loud, hard slap, and her large breasts were swinging back and forth in rhythm with my smacks. After about three minutes I stopped the spanking. I stood up and pushed her onto her knees facing my dick. She unzipped my pants and pulled out my throbbing prick, immediately engulfing it with her lips. She started running her tongue up and down my shaft, it felt great but I just couldn't take it any longer, so I pushed her head onto my cock. She expertly slurped and sucked on my dick, thirty seconds later my cum was overflowing through her lips. She swallowed most of it, the rest dripped down her chin. When she stood up, she had a devilish look in her eyes, and I needed time to recoup my hard-on. "Time for another spanking," I said, it was more of a question than a command, I didn't want to hurt her. "Mmm-hmm" she hungrily replied as she licked the remaining jiz from her lips. She really had an appetite for spanking. I spanked her harder this time, practically numbing my hand, and her butt cheeks were flaming. She looked back at me with watery eyes, one hand pulling on her nipples, "you are awesome" she groaned. I couldn't take anymore. I yanked down her panties and dove for her cunt. I was furiously lapping at every inch of her pussy as her juices dripped down my face. Then I licked up her crack to her waiting butt, she reached back and pulled her cheeks wide apart. With two fingers working her clit, I shoved my tongue into her twitching anus, swirling it around and shoving it in and out. As her body began to shake, her ass and cunt tightened around my tongue and fingers, then she let out a loud gasp as she exploded into orgasm. She collapsed forward onto the back of the couch, catching her breath. I stood up and dropped my pants. By now my dick was absolutely throbbing. She looked over her shoulder and saw that I needed relief. She couldn't raise her whole body, but she did lift her ass back into the air. I slowly inserted my dick into her dripping cunt, it was so warm and wet. I started with slow, full thrusts, but in no time I was reaching the boiling point and had to ram it in and out. It wasn't long before I was shooting my load into her. After the first few spirts, I pulled out and shot my remaining load onto her lovely red ass. After catching our breath, she put her arms around me and gave me a deep kiss, "Thank you for giving me what I wanted." This was definately the beginning of a great relaionship. After that night, I told her that I wanted to send the story to Penthouse, she seemed excited about the idea and even opened up new possibilities for us. To be continued...