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Karen and Bill are good friends of me and my wife, both have good personalities. Karen shape turns me on, even though Karen and Bill have two children. She has dark hair, nice breasts, a flat stomach, fairly wide hips, and a lovely, heart-shaped ass. Believe me, I?ve enjoyed that the many times we?ve visited when Karen was laying out in a skimpy bikini. Anyway, Bill is a pharmasist and works all day away from home. That gives Karen a lot of free time with the kids at school. Its not as though we had never had a sexual exchange, we have had foursomes between us while on vacation together, but never anything other than that. While a three-some would certainly have been enjoyable which I hoped might happen if Bill were there, I had often thought about Karen and I having an encounter when Bill was gone.
On the day it finally happened, I had the day off. My wife still had to work, so I made a visit. It was hot, about 97, but there was little humidity, as we were in Ohio. I had driven the 90 miles between our homes early that morning using the excuse that I was looking for a skiing friend of mine that lived in that area, and dropped by Bill and Karen?s house about 9:30 AM. I was greeted by Karen looking good in a knee-length robe. She was smiling at me as I entered the kitchen. She complimented my tan legs and said I should wear shorts more often, that girls like that. She was being flirtatious; I smiled at her and wiggled my rear at her, yelling out ?You want it?come get it!? She laughed and went out to the kitchen to start a pot of coffee, her hips swaying from side to side. I followed her into the kitchen and watched.
We sipped on the coffee and made small talk for what seemed like hours. I loved talking to Karen, she is witty, playful, sexy and a good person. She excused herself and went into her bedroom saying she would meet me at the pool. Their bedroom has a door that opens to the pool, I finished my coffee, and then I heard Karen?s door open and shut. The next thing I heard were the sounds of the chaise lounge scraping on concrete, which soon quieted. I set down my coffee cup and went over to a window overlooking the pool area. This gave me a view over the entire backyard. Karen was lying on the chaise about ten feet from me, at an angle, facing towards me, her eyes closed. I felt stirrings in my pants as I took in her long, tanned legs, the string bikini covering her pubic region, her flat stomach, her breasts accented by the bikini top, and the cloud of hair around her face. Rather than have her catch me staring, I called out ?Looking good?.
Karen?s eyes popped open and quickly found mine. She looked a little startled, but also a little pleased. She got up and came over to the fence, giving me a great view of her breasts, which were showing her nipple through the tiny top. I felt my cock harden in response. Then, she mentioned that their pool filter was acting up and that she didn?t know how to fix it. ?Would you be willing to take a look at it?? was said with a perfectly innocent look. I agreed, hard-on or no hard-on.
I walked out to the pool and followed her over to the filter, adjusting my shorts in a completely futile attempt at hiding my hard on. As she bent over, it became difficult for me to focus on the filter; the blue bikini bottom slipped a little further into the crack of her cheeks. Gallantly, however, I peered over her shoulder (ok, ok, occasionally I snuck a glance at her impressive cleavage) and paid attention. After moving around her, I looked at the pressure gauge, which was way too high, and cleaned out the trap, which was clogged with bits of leaves and grass. As I kneeled to screw the top back on the trap, my dick, which had wilted enough to move around, slipped down along my leg. Karen, who had bent over (that cleavage again!) to look at what I was doing, didn?t seem to notice anything. However, as I tried to shift my member around and it hardened in reply, she seemed to catch on and smiled a bit.
When I stood up, my hard-on was quite evident. Karen just looked at it, smiled a bit wider, and offered me a drink. I noticed that her nipples were a bit more evident through the stretchy fabric of her bikini top. We went inside and I commented on the lack of kids. She smiled again, and said that they were farmed out at friends? houses, so that she could run errands (I wondered if I was an ?errand?). She opened a cabinet and reached up to get a glass on a shelf that was just a little bit too high. I reached around her and grabbed a glass and set it on the counter. My cock pressed up against the side of her hip. Then, I grabbed another glass, rubbing my cock further up, around, and back down her hip. By this time, her nipples were fully erect (or so I thought) and, in one place, the light tan of my shorts was spotted by my oozing pre-cum. Still playing like nothing was happening, Karen went over to the sink and filled our glasses with water. I stood behind her, reached over her shoulder to get my glass, and pressed my hips against her ass, nestling my dick between her ass cheeks. She pressed her hips backwards and rotated them a bit as she filled her glass.
Still playful, neither of us making a major move, though both clearly wanted to, we went in to the living room and sat down, Karen on the couch, me on another couch facing her. Karen then got up and bent _way_ over to turn on the patio TV. Her bikini bottom slipped further up her ass cheeks and, from my vantage point, I could see the outline of her swelling pussy lips. She stood back up and started the VCR. She had obviously been watching the porno tape earlier, since it started in the middle of scene. It was actually switching between two scenes, one of a very vocal woman with medium-sized breasts being eaten by her husband, the other of a Girl with larger breasts (supposedly their neighbor, I guess) listening to the couple and masturbating. When the movie first started up, the Girl was running her hands over her breasts, milking them upwards, tweaking and massaging her erect nipples. The other woman?s moans as she was given a tongue-lashing were clearly evident. Then, the scene cut to the couple, as the man sucked on the woman?s clit and lightly tongued it back and forth. Then woman?s moans got louder and the scene cut back to the Girl.
The Girl still had one hand working on her breasts, but was now also had a hand playing with her belly, pubic hair, and, every once in a while, dipping down to rub along her downy-haired slit. As this was going on, I had been sort of splitting my attention between the TV and Karen. My dick had gotten even harder as Karen spread her legs a bit, allowing me to see a growing wet spot at her crotch. She also was lightly running her fingers along the outline of her bikini top and sometimes over and around her hard nipples. Her nipples, if possible, grew more erect and pushed almost as hard against her bikini top as my cock pushed against my shorts. When the black-haired woman orgasmed from her husband?s attention, the scene cut to the neighbor, who was approaching her orgasm as well, with two fingers pumping in and out of her dripping pussy lips. I got up, thinking I should have earlier, and sat down next to Karen. I reached my right hand around her shoulder into her tresses and ran the other down to trace along the bottom of one breast. I felt her lips vibrate with a muffled moan as I covered them with mine. With my left hand, I traced over to the other breast, spiralled in to the nipple, and gently pulled it between two fingers. One of Karen?s hands slipped down to my shorts and began to rub my cock through the material. Our tongues were alternately entwined and probing.
As the Gal in the movie was moaning with her orgasm, I slipped my right hand down from Karen?s hair to untie her bikini top. As we broke our first kiss, Karen arched her back, causing her breasts to ?present? themselves. As a result, the strings of her bikini top came most of the way around from her back and ended hanging loosely down her sides. When she relaxed and hunched her shoulders a bit, the skimpy blue top fell completely off. She tossed it to the floor and smiled a wicked grin as my eyes popped.
Her breasts, fully revealed and unsupported, were at least a beautiful, just the right size to lick. They hung ever so slightly and met naturally at her sternum. Her aureoles were a medium- sized and slightly darker pink than her large, erect nipples. We moved closer and started another passionate kiss. With my left hand, I traced an inward spiral over the smooth skin of her breast, arousing a shiver, and took the nipple between the base of my second and third finger. Then, cupping her breast but also stimulating her nipple directly, I moved my hand in little circles, sometimes pulling the nipple outwards. During my play with her nipples, Karen had started massaging my cock again. Though it was still restrained by my shorts, I felt it jump as Karen squeezed it lightly, and gasped a bit with the feeling. Karen then broke our kiss and moved back slightly. She got up and went over to the TV. I moved over to the TV as well and pressed my hips forward against her ass as she bent over and took the tape out. As she stood up, tape in hand, I thrust my hips even further forward and reached both hands around to cup her breasts and brush her nipples.
Karen twisted around in my arms and nestled her hips against mine. I could feel her breasts, tipped by erect nipples, press against my chest. She kissed me lightly and mentioned that there was a VCR in the bedroom. I was tempted to pick her up by her hips, so that she would lock her legs around me, and carry her into the bedroom. However, appropriate as that seemed, I also knew I probably wasn?t quite strong enough. Rather than upset the mood by dropping her halfway there, I tilted my head towards the hallway and followed her into the bedroom. The room was fairly neat, but some clothes thrown on the chair and the rumpled bed showed that someone actually lived there. (I like a ?lived in? look, provided it doesn?t cross the line to messy) A decent-sized TV screen sat on the dresser, facing the queen-sized bed. Karen popped the tape in the VCR and started it. The sounds of sex came into being around us. Again, I stood behind her, thrusting my hips forward and massaging her breasts. She bent over a little bit, moving her hips backwards, creating more pressure on my rock-hard dick, and reached around behind her to pull me closer to her. I began running one hand up and down, from breast to navel and back, gradually working lower. As I did this, I was nibbling on an ear, planting little kisses in her hair, on her neck, on her shoulders, doing my best to drive her crazy.
Karen had been moaning a little and trembling slightly whenever I whispered wetly in her ear or seeded her hair with kisses. After moving my hand over the top of her bikini, working slowly down the edges of the bikini, brushing her thighs with my fingers, and returning to massage her breasts, I finally let my hand brush down past her navel, over to top of her bikini, along the edges of the bikini towards her inner thighs, along her upper thighs. Finally, I let one finger extend from that hand, trace lightly along the wet patch on the bikini, and apply pressure, ever so slightly, from the back of her covered cleft to the front.
Karen shuddered and moaned a bit, then stopped me and turned around. Her breasts were red from my attention and her face was getting flushed. Karen kissed me once, quickly, and then tugged my shorts down. My six-inch cock (it may have been seven then) sprang free from its long confinement and stood out proudly as I stepped out of my only clothing. As Karen stood up, her breasts brushed along my cock and gained a thin line of pre-cum. She grabbed me by the cock, led me over to the bed, and left me stretched out in the middle of the bed, watching her. Karen walked over to the dresser and leaned against its edge, next to the TV, which still played, ignored. She spread her legs to show the large wet spot at the crotch of her bikini bottoms. Then, she closed her eyes and began massaging her breasts, tugging on the nipples and pressing the smooth globes together with the sides of her arms. Almost involuntarily, her right hand crept in little circles down to her navel, down to the top of her bikini bottoms, down the blue fabric to run along her slit. She brought fingers to her face, inhaled the scent, and then licked what moisture there was free. The next time her hand crept down, it slipped underneath her bikini. She put one hand on the dresser behind her and raised her hips enough to slide the bottoms free. I was exerting all my willpower to keep in place and not explode right there from the erotic influence Karen was having on me.
I must have made some noise, because Karen seemed to come back to what was going on. She stepped completely out of her bikini and stood nude, glorious, and aroused before me. She then turned around and bent over, giving me a great view of her gorgeous ass and puckered sphincter. Her breasts I saw only as two globes hanging partially in view between her legs. I could also see her pussy, puffy with arousal, surrounded by darkly colored downy pubic hair. Many of the hairs had tiny droplets of Karen?s juices hanging from them, a sight that turned me on even more. She licked one finger and then placed it between her legs and touching her sphincter. After lightly rubbing around the rim of her asshole, Karen pressed inwards briefly and then ran her finger forward, bisecting her swollen lips. After licking her finger clean, Karen ran her finger along her swollen slit again, this time pressing a bit deeper, a bit harder.
I couldn?t stand watching her any longer and therefore got up and pulled her to the bed. Karen ran her fingers lightly over the head of my cock, spreading the droplet of pre-cum that had oozed out over my whole glans. I couldn?t believe how good such a simple action felt. After tugging on Karen?s nipples for a minute, I moved my hands down to her dripping nether regions. After pressing the tip of my finger against her clit, I moved it further back and applied pressure to the length of her slit. Karen shuddered a bit, but moved away from my finger. At first, I didn?t know why, but her motive soon became apparent.
Karen traced the fingertips of both hands down my chest and stomach, leaning low enough that her nipples brushed a double line as well. When she reached my navel, my dick slipped in between her breasts and bumped along her sternum. I left a slippery line of pre-cum along her sternum to match the earlier, now dried line running over both of her breasts. I was reveling in the sights and sounds of Karen?s actions when she began intensifying them. Gently at first, but with gaining strength, Karen jacked my dick with both hands. After doing this for a while and thoroughly coating the head of my dick with my pre-cum, she leaned down and blow a hot, wet breath along the length of my cock, ending by tickling the hair on my balls. When she gently squeezed my balls, my cock jumped involuntarily. Karen smiled to see what she was doing to me, and took just the tip of my cock into her mouth, swirling her tongue around the opening at the tip of my cock and tasting the pre-cum there. As she swirled her tongue around the rest of my cock head and trilled around the sensitive ridge, my cock jumped again and my hips involuntarily flexed slightly. Karen then took the length of my cock into her warm, wet mouth. I could tell already that she was good at giving head. As I looked down past her dark- crowned head, I could see from movement of her hips that she was working on herself, too. I could also see the TV above her head, but the TV didn?t have much attraction now, even though the same Girl as before was getting filled from behind by a strapping tanned stud.
As Karen ran her tongue along the underside of my cock and increased her suction, I knew I wouldn?t be able to last long. Already, I could feel a hallmark pleasant tightening of my stomach muscles. Between gasps of pleasure and involuntary thrusts into Karen?s mouth, I told her I was getting ready to come. Karen responded by squeezing my balls and, if possible, taking me further into her mouth, sucking even harder, and trilling her tongue in still more delightful convolutions. I had both hands on her head, running through her dark hair, helping me actively thrust against her mouth. I was getting closer and closer to the edge; I could feel my balls pulling in to my body in anticipation of what wasn?t far away.
Karen finally pushed me over the edge when she ran her tongue repeatedly around the sensitive ridge on my glans. I thrust spasmodically against her mouth and held her head tightly as I started spurting down her throat. Karen didn?t even try to move away; she just kept sucking my cock, swallowing its load and draining the last of the sperm that had boiled forth from my balls. After I had collapsed back against the bed and was idly caressing Karen?s hair, she let my softening cock slip out of her mouth and moved up to kiss me.
As I found out, Karen hadn?t swallowed all of my load; I tasted my sperm as our tongues entwined. No woman had ever given me a blowjob even approaching hers; further, no woman had ever kissed me with my sperm still in her mouth. I was determined to give Karen as massive an orgasm as I?d had.
So, after recovering for a minute, I turned Karen over on her back. Though I was pretty certain Karen was already highly aroused ;) I couldn?t possibly skip over her lovely breasts. I kissed her lips as my hands ran circles around her globes. As I traced the tip of my tongue down her throat to a collarbone, I started to squeeze each _very_ erect nipple between my fingers. Then I ran my tongue along her collarbone out to her shoulder and back. Once I reached her sternum again, I traced along her sternum with my tongue and continued down the underside Karen?s left breast. I could feel her shiver in anticipation and could certainly see her arousal in her tightly erect nipples.
Unable to resist those nipples, I spiralled the tip of my tongue inwards until I was licking broad, rough circles around her nipple, enticing the nipple to new heights. Karen pressed my head roughly against her breasts and gasped. I started licking the other breast and then alternated, doing my best to drive Karen crazy. When she began trying to push me downwards between gasps and moans, I figured I was getting close. So, I traced my fingers slowly downwards, just barely touching the skin. Similarly, I had my tongue arc in lazy parabolas down to her navel, down to her downy, pubic thatch.
Karen?s hips began to arch to meet my tongue and fingers; as she forced her hips upwards, I moved my tongue and hands back, prolonging her enjoyment. After arching her back to its fullest, she collapsed back on the bed and awaited my touch. Her fingers were slowly massaging her nipples and breasts, a small motion that turned me on even more. I ran my fingers around the edges of her pubic hair, then caressed her inner thighs, and finally ran them along her swollen pussy lips. The dark hairs between her legs were slick with sweat and an occasional depending drop of her nectar. As I moved my fingers around her pussy, Karen?s legs spread wider, giving me better access.
When her legs were spread almost as far as they would go, I spread her pussy lips and blew gently upon her wetness. I could see the hard nubbin her clit made and blew against that until it popped free of its sheath. As I blew each time, Karen?s stomach muscles would contract and relax; her asshole would pucker and unpucker also. When her clit popped free, I slowly ran a finger around her pussy, applying light pressure at first, but increasing the pressure gradually. When the finger was wet with her juices, I slowly inserted it into Karen?s depths. Her breath came as an abrupt whoosh, then a slow, excruciating inhale. I moved my other hand back to her ass and caressed it, finally pressing one finger against her brown hole. She seemed to like that; I set up an alternating rhythm, first pressing a finger on her hole while massaging her outer lips, then tracing around her ass cheeks as I probed a finger far into her warm, wet pussy. As Karen?s moans began to intensify, I traced my tongue through her pubic hair and around Karen?s engorged pussy lips. She jerked upright and pressed my head against herself, clearly enjoying the sensations. I was too;
Karen?s juices were sweet and copious. I sucked on each lip, drawing it out and letting it relax back, eliciting moans and shudders. By now, Karen?s hips were rocking back and forth, gradually picking up speed. When I fastened my lips to Karen?s clit and hummed, her moans turned to a crescendoing yelp, and subsided gradually. I could feel her approaching orgasm and started moving two fingers inside of her in addition to my tongue on her clit. Karen began pressing her hands down on my head, forcing more pressure on her sensitive nerve endings. As my fingers moved back and forth, probing up the third knuckle, her pussy made sucking noises. Karen began moaning even louder and bucking her hips against my face. I lubricated a finger with Karen?s juices and pressed it slowly against her asshole. As the finger circled her rim and gradually moved inwards and I drove my tongue all the way up her pussy, the sensations abruptly became too much for her. Every muscle tensed (including her thighs, with squeezed tightly around my head) and she began to quiver spasmodically, still bucking wildly against my face. As she orgasmed, I continued to tongue-lash her, extending her throes of pleasure. Finally, after gushing pussy juice all over my face and hands, Karen?s muscles relaxed and her breathing started to slow. I moved up alongside her and kissed her deeply, sharing with her the pussy juice I still held in my mouth.
My cock was again jutting out from my body, a detail Karen soon noticed. She told me to lay on my back and began rubbing her hands between her legs and transferring the moisture to her breasts and especially her cleavage. I helped her out by licking between her breasts and on each nipple. By the time she lowered her breasts around my cock, the nipples were standing erect again. Karen began moving slowly back and forth, fucking my cock with her hanging breasts. As she was straddling my leg, I could feel her growing heat as she ground her pussy against it. Soon, she was breathing heavily and I was thrusting into her cleavage and groaning a bit myself. When Karen positioned herself over my cock and started to guide it in, I asked about protection. Luckily, as I sure didn?t want to stop, she had had her tubes tied after her second child. As she lowered herself, the tip of my cock touched her folds. We stopped there and moved in tiny but opposite circles, stimulating each other. Then, Karen slowly settled onto my cock.
I couldn?t believe the sensations; her pussy was very tight, though not the tightest I?d been in. Still, though, I could feel her pussy walls contract with the sudden intake of breath accompanying my full penetration. My cock jumped a bit, but subsided as we rested for a minute, enjoying the feeling of being joined. Then, Karen began lifting herself up and down and I began to thrust in time with her. Each time, my cock would pull out until the head was barely inside her and then would penetrate its full length. I was groaning and holding onto Karen?s hips as she pulled on her nipples.
After doing this for a while, Karen started to get tired. Changing positions was good; I was starting to have a hard time holding back. We moved to classic missionary position. Again, I rubbed my cock head around her opening before thrusting slowly into her. She raised her hips up to meet my thrust and wrapped her legs around me until I was completely inside her. Reveling in the sensation of her warm, wet pussy grasping my dick, I started thrusting deeply and quickened the pace. Every once in a while, I?d pump Karen with a series of short, tight strokes that built tension in my belly. Karen started moaning loader as I pumped her, and shrieked ?YES!? when I slipped a finger down to press on her clit from the top as my dick stimulated it from below.
I knew I wouldn?t last much longer and slowed down to try to prolong the ecstacy. Karen was flushed and breathing heavily; we were both covered with a sheen of sweat. As Karen?s legs locked and unlocked around my hips, my ass was bucking with a life of its own, striving to meet Karen?s thrusting hips and drive my cock even further into her tightness. The sounds of our sex were liquid as my cock stretched Karen?s pussy lips around its circumference. The familiar tightening in my stomach told me that I couldn?t last much longer. Between groans of pleasure as Karen contracted her muscles, I got across to Karen my impending orgasm. She began bucking even harder against me, trying to bring me to orgasm with her. She .was pinching her nipples roughly, pulling them away from her breasts. Karen?s pussy had been squeezing against my cock in firm contractions; suddenly it clamped down as her orgasm arrived, accompanied by Karen?s wails of pleasure. With the added pressure and a last spasmodic thrust, I began to feel my sperm boiling out of my balls and shooting deep into Karen?s pussy. We were moaning and groaning together as our orgasms further stimulated each other. I had never come as long or as hard in my life. When my cock was finally done pulsating, Karen and I collapsed together and lay there, cooling off.
After a few minutes we rolled apart and I happened to see the clock. It was 2:00!!! I was so enraptured with the pure pleasure of Karen that I lost all track of time. I explained to Karen that I had to get going and kissed her, first on her pussy (tasting my sperm), then on each nipple, and finally ending on her contented mouth.
The phone rang ???. Karen said ?I?ll bet that?s Bill? and she answered it ? ?Hi Honey? ?Oh just layin around? ?Roy stopped in to visit ? yes, he?s still here, wanna say hello?? and she handed me the phone. ?Hi Bill? I said, I was completely shaken and had no idea of how I was going to get through this, what was worse is that Karen had snuggled down my body until her head was once again in my crotch. My cock was getting hard again, helped by the fact that it was in her sensational mouth. She sucked me with such loving care that I couldn?t let her stop. ?? Bill and I had some kind of conversation, but don?t ask me what about. We finally said ?see ya soon? and hung up.
I again blew my cock off in her mouth. She sucked the last come off my dick but I couldn?t leave her on the edge, so I returned the favor with one last suck of her perfect ass hole then moving around to her cunt where I sucked all the remaining cum from here pussy. I left with a semi hard-on, thinking about what a wonderful friend she was, and already planning another visit.