Friends with benefits 2

"As we were talking, I could not help staring at her breasts, which were DD..."

I went out to supper with an old friend of the family; she was my mom’s age and still looked about as good as a twenty year old. We went to a fancy Italian restaurant, and caught up on things that we had missed in the others life. As we were talking, I could not help staring at her breasts, which were DD, and nearly spilling out of her tight top she was wearing. I thought to myself how much I wanted to touch them, and have them in my mouth, squeezing them and playing with her nipples as they became erect and sensitive. I shook the thoughts from my head, and could not figure what had come over me. I was a girl of nineteen, talking to a woman I had known for my entire life; she was thought of as family.

I looked away pretending to look at a fish tank that was in the center of the room, and watched as the children played around it tapped the glass then watched for the fish’s reaction. I looked back at my old friend and found she was watching me intently. She did not look embarrassed to be caught in the act of staring and I was starting to feel awkward with her just staring at me. My thoughts started drifted to her breasts and again, and then started travel down her body to what her body held between her legs. Once again, I shook the thoughts out of my head and we started talking again. Our food came, we ate in almost complete silence, and when we were finished, she paid the bill telling me it was her treat.

I was invited back to her place for dessert, we both got into separate cars and I followed her to her house, which was not far from the restaurant. We went into the house, she offered me wine and we continued to talk. She told me at one point that she was getting uncomfortable if she slips into something more comfortable. I couldn’t think of anything wrong with it, thinking she was going to put on some shorts or pajama pants, to get out of that tight black skirt she had been in all evening. I watched her retreat into her bedroom, as her ass bounced slightly as she walked. I sat awkwardly in her living room, feeling a bit uncomfortable myself, as I was wearing a dress that hugged all of my curves to almost perfection. My breasts looked fuller in the dress, which was one of the things I really liked about it, pushing them and giving them a boost in the right direction.

She came out of her bedroom about ten minutes later, and my jaw nearly hit the floor when I saw what she was wearing. She had on purple panties and a purple silk robe that did not leave much to the imagination. She asked If I minded her dressed this way, and all I could manage to say was no, no, that is fine. She sat beside me and talked as though nothing was different, and not that she was practically naked in front of me. I felt myself getting excited, and I could feel my panties becoming damp as I looked at this beautiful woman who was sitting so provocatively in front of me.

I tried not to stare but could not help it and she caught me in the act. She asked if I saw something I liked, and I said in a rather shy and unsure voice, that I did. She sat closer to me and her hand came from her own lap to rest in mine, and her hand crept up my thigh higher and higher until I could not see it under my dress. I felt her at my panties; she stroked the outside, feeling my lips, and making me shiver. She moved aside my panties gently and when she put her finger inside my pussy, I let out a long moan that I could not suppress. She asked me if this was okay, and I told her fuck yeah, keep going and do not stop. She finger fucked me for a while, making me nice and wet. Then she removed her finger from my pussy and brought them up to my mouth, making me suck my own juices off her finger. I leaned in and kissed her, and both our tongues found the other.

I had never been with a woman before so I did not really know what to do, but she said she had so she would tell me what to do. But first she was going to eat me out, and not really having much experience with that I looked on excitedly as she made me take my dress off, and then making me lay back on the couch.

She spread my thighs wide and knelt between my legs. She said I smelled so good, and then she leaned in and started licking my pussy. It felt so good, and as she found my clit and started to suck and lick it, I felt myself start to tremble and twitch, as I slowly became closer to an orgasm. She felt this too so she went even faster, licking and sucking me until I told her I was going to cum. She stuck her tongue into my pussy and I came on her face. She licked some of my juices out of my pussy then came up to my mouth and kissed my deeply. I could taste my saltiness on her tongue, and it turned me on even more.

I told her it was her turn so we switched spots. She was now on the couch and I was standing before her. I helped her take off her robe and threw it across the room. I then had a clear vantage point of the impressive breasts this woman had. I kissed her, then moved down her throat, and finally came to one of the places I had wanted to be. I squeezed her breasts together, and then started playing with her nipples. I sucked hard then flicked them lightly with her tongue. She moaned loudly as I was doing this, and I suddenly felt her hand go down her body and enter her panties. I stopped what I was doing, reached down, and took her had from her pussy and told her that she was mine and that I would do what I wanted with her, and she could play with herself only when I told her to do so. I got back to work on her nipples, flicking, sucking and playing with them until they were fully erect and very sensitive to the touch. I then kissed my way down to between her legs and spread her thighs apart. I pushed aside her panties and got my first look at a woman’s pussy besides my own. I leaned in slowly and licked up her slit, then finding her clit, like she had done for me, and licked and sucked until she was moaning and twitched with my touch. As I was licking and sucking her pussy, I stuck a couple fingers into her pussy and finger her fucked her while I was eating her. This had the desired affect I was looking for and she came on my fingers and face. I got up and kissed her letting her taste her own juices.

We collapsed, and then we could hear someone moaning in the room. We both looked up quickly and found a man stroking his cock and looking at us with a look of ecstasy on his face. We got up and then went over to him, we were not sure whom he was but we thought it would be good to get a cock into the mix. So I grabbed the man’s cock and licked it then stuck it in my mouth. He moaned and then grabbed my hair and face fucked me with his cock. I gagged as his length hit the back of my throat. As I was sucking his cock, the woman was sucking his balls right under me. I wasn’t about to allow this guy to cum and just leave us without a cock to go in our hot pussies, so I released his cock from my mouth and got on top of the guy, and started to ride him. I moaned with the feeling of his cock deep within my, and I came in a short time. My friend wanted a turn so we switched and he rode him for a while. As she was riding him I came up beside him and started playing with his nipples, adding to his already immense pleasure. She came, and he was about to so he pulled out of her and kneeled down in front of him, and he jerked his cock until he sprayed cum all over our faces and breasts.

He then turned away from us, put his clothes back on and left the house. To this day, we still have not seen him again, but we always look for him. As for my friend and I, and me we are closer than ever and have dinners and sleepovers all the time. We each gain something from this relationship. She gets young pussy and I get to learn more moves than I have ever known in my short sexual life, and will know what to do if I ever get involved with another woman again…