The Old Flame

She started laughing and I joined in. The situation was getting the better of both of us. I held her and slowly stopped laughing. Her light blue eyes looked back and she slowly stopped laughing as well.

"You're the first guy I've kissed in over 20 years, it's different." she said.

"Hmm," I furrowed my brow, "good different or bad different?"

She considered the question for a moment and then smiled saying, "Mmm, both."

"Let's practice the good part then."

I lifted her head with my left hand and caressed her left cheek with my right as out lips met again. We held each other tightly as our kiss evolved. There was the slow emotional deep tongue duel, light pecking, drifting to the neck and back to lips, inevitably passions grew.

Sandra broke the kiss and moved to sit stride my lap, her legs spread so that her knees were on either side of me. She leaned into me and we stayed like this necking for a long time. Her freakish tongue re-emerged and I playfully bit it and tried to hold her mouth on mine. All I accomplished was locking her tongue in my mouth where she licked all around. I gave up and began sucking on it.

She loved it, moved her hands to the back of my head and soon began slowly fucking her tongue in and out of my mouth. Ya, weird but it was so fucking erotic my cock was ready to explode right off the bat.

My hands roamed up and down her back, stroking to see what her responses were going to be. She wrapped her arms around my neck and only broke our kiss to attack my neck. The pressure of her tongue on my neck sent shivers down my spine.

We sat this way for quite sometime before I decided to make a move and let my hands drift up under her shirt and I felt her flesh for the first time. Sandra shivered a little and I felt her lips lighten their touch on me as if she were hesitating just a little bit. To counter this I moved my hands further up and pulled her to me and sucked on her tongue as her small breasts pressed against me.

Soon her lips found the side of my neck and her hands dropped to my waist searching for, finding, and grasping my shirt. She quickly pulled it up and over my head. It disappeared somewhere behind me.

She leaned back for a moment and let her fingers run up the my chest hair. I'm not the hairiest guy but I do have a good crop of chest hair. She smiled and pulled at it.

"Hey!" I said and pulled her to me again. She leaned lightly against me and kept her hands on my chest, rubbing and stroking. Her breathing, like mine, was beginning to reflect our passions and I figured turn-about was fair play. When the moment seemed right I slowly began to pull up on her shirt. To my surprise she sat up and stripped off her shit revealing a black bra underneath.

As I've mentioned Sandra never didn't have large breasts. They were probably on the border between A and B cup. The simplest way to describe her overall would be to say she has an athletic build.

Her belly was pale and flat, she had only a very small bit of extra curve on her hips as they moved up her torso to her wide shoulders. I slid my hands over her belly and around her waist but before I could reach around to help, she reached behind her back and unhooked the bra. Her breasts dropped as their weight was released but the cups didn't fall off of them. Sandra put her hands on her thighs and looked at me.

Sandra's description of her experiences at university flashed into memory. Ordinarily I would have slipped my hands under her bra, instead I moved my hands to the outside of her upper arms and caressed her.

"God you're beautiful," I said and pulled gently on her upper arms. She leaned forward to kiss me and I felt her her bra straps slip onto my hands. Without breaking our kiss she slipped off the bra. Although my cock was by this time raging I forced myself to ignore her breasts and moved my hands to her back to pull her close again.

Her bare breasts pushed against my chest and I could feel her nipples. Usually I can't feel my wife's nipples because they don't ever really get erect, they just perk up a bit. Sandra's were at full attention, thick and long.

I broke our kiss long enough to whisper, "Oh, that's really nice." In reply she slid her knees right up against the back of the couch moving her hips closer to me which brought her crotch hard up against my cock.

"Mmmm, naughty" she mumbled under her kiss and move her hips in a little circle against me.

"Well, I'm a guy, so..." mumbled back to her.

We continued necking for a long time and the entire time her hips were making little circles rubbing her crotch on my cock. She put her hands on my shoulders and leaned back a bit. She had her head tilted back and her eyes closed as her hips gyrated on me. When she leaned back I got my first look at her naked torso.

Sandra's breasts were a bit larger than I thought, a definitely B cup. They had a really nice tan line surrounding them. Each breast sagged some and was topped with a small half dollar sized areola which had a thick half inch long erect nipple in the center. I moved my hands to the small of her back and pulled her to me. Instead of diving straight to a nipple and thrashing it I kissed between her breasts and then licked around them, allowing my cheek to brush against them but not directly stimulating them.

She signaled her impatience by moving her right hand to cup her right breast and with her left she nudged my mouth to her breast and she fed me onto her nipple. I heard her sigh as I gently covered it with my mouth and swirled my tongue over and around, not sucking but savoring. After a few moments she pushed my head onto her left breast and then left me to appreciate them for awhile.

I kept my hands on the small of her back and made love to her breasts. Sandra again took action to move us along by letting her hands drop onto my cock. My face was buried in her tits when her hands stroked my trouser covered cock.

Sandra stroked up and down a few times and then sat back. She put her hands in her lap and said, "I wasn't sure if I could go beyond making out on a couch. I am now, but before we go on... this needs to be mutually comfortable."

I nodded.

"You don't get to decide what we do or don't do and don't try to make me do anything. If I say 'stop', we stop. Period."

I nodded again and added, "I'm yours to drive, just don't put me into a repair shop when you're finished with me. One thing though, do we need protection?"

She didn't answer that question. Instead she smiled and then scooted off my lap and stood up. She took a step back away from me. I sat gazing up at her, she stood looking at me for a moment and then, keeping her eyes locked on me, unbuckled her belt, unbuttoned the top, and unzipped her jeans. Her jeans opened just a bit to reveal black panties which matched her discarded bra.

She looked at me and wiggled her fingers beckoning me to her. I took the cue and stood up and quickly was standing in front of her in an equal state of undress. We mutually stepped to each other and embraced as we returned to familiarizing ourselves with each others body. She put her hands on my ass and pulled me to her so I reciprocated but slipped my hands under her panties and grasped her ass cheeks and squeezed to pull her against me.

I felt her smile against my lips and she did the same.

So here we stood our torso's smashed together, hands on each other's asses, when the reality of what we were doing struck us. I moved my hands off her ass and grasped her hips. We broke our kiss and looked into each other's eyes. I don't know what she saw but I saw a woman's passion. Not animal lust mind you, but rather eager loving passion.

Sandra expressed her eagerness by slipping her hands, still inside my jeans, off my ass and onto my hips, then she pushed my hips away from her and back onto the couch. As I began to sit back onto the couch she was sliding my pants and underwear down my legs. My cockhead got hung up on my shorts and bent a bit before popping up and out. My ass hit the couch and I found myself naked with Sandra kneeling in front of my pulling my pants off my ankles. Soon she sat there holding my pants, shorts, and shoes in her hands. She quickly tossed them aside and stood up.

She stood there looking at me. Her eyes moved down my body to my cock. She took a deep breath and said, "it's been along time..." But she didn't do the porn star thing and drop to her knees to engulf my cock with a mind devastating blow job. She stood for what seemed like a long time just looking. I sat quietly because it was evident to me that she was still making a decision.

Now I know I'm not the greatest looking buy but I do take care of myself. I'm only about 10 pounds over my ideal weight, and am reasonably fit for my age. Hiking and lots of outdoor work keep me busy.

Finally she focused on my face and smiled at me. I smiled back just as she moved her hands to her hips. She kept her eyes locked to mine as she slipped her thumbs over her jeans and panties and slowly slid them down over her hips exposing more tan lines and flesh.

She didn't hesitate and in a few moments Sandra was bending over and lifting each leg to remove her pants and panties. I got a flash of pubic hair here and there but she didn't pause to let me look at her. She was still bent over toward me and the moment her pants slipped over her foot she tossed them aside and climbed back up on to my lap just as she had been before.

I made it a point not to focus on her pussy but I couldn't help but to see her pubic hair was still relatively dark for a blonde, she had trimmed it up into thin but well manicured triangle. She slipped her thighs over mine and pushed her mound up to me trapping my cock pointed straight up between up. I didn't know where to put my hands so I put them on her hips and helped balance her as she climbed aboard.

"Oh!" said as she playfully wiggled her hips.

It felt wonderful and I warned her, "I wouldn't do that to often or you're gonna find a sticky mess on your belly and it'll be all your fault." She put her hands on my shoulders and said, "Oh, ya" as she repeated her wriggling.

My cock was pressed between our belly's but the moist heat from her pussy was doing most of the damage. She would purposely raise her torso up and down a bit which moved her pussy up and down my cock. At one point I said, "I'm going to cum if you do that one more time."

Sandra sucked my lower lip into her mouth and bit it gently and said, "I wouldn't do that if I were you."

She leaned into me again and we returned to the same position on the couch we had been in. Kissing and making out, only now we were both completely naked. I let my hands roam up and down her back a few times before settling them, each on an ass cheek. She lifted her ass a little and my hands slipped under her while the tips of my fingers traced her ass crack down between her legs.

I thought it time to let my fingers go exploring but she sucked my lower lip back into her mouth, bit it and said, "ah, ah... not yet." I could feel her smile around my lips. Suddenly she wrapped her arms completely around my neck and she pushed her mouth hard against mine driving her tongue into my mouth. She arched her back pressing her pubic mound hard against my cock. Keeping her mouth against mine she lowered a hand and slipped it between us. I felt her hand against my cock. She was spreading her lips around my cock.

Without raising her torso up and down she ground her hips into me. Just her hips moving, up and down this moment, circles the next, side to side..." I could feel her smiling again.

She was playing with me. Then it dawned on me, "this is friends with benefits" I thought. No emotional attachment, just fun sex.

I pulled my mouth away from her, "are you just about done fooling around?"

She bit my neck and whispered, "mmmm, I've delayed this long enough."

And another thing dawned on me. Sandra was probably using the smiling and bits of humor as a way to calm her nerves. She wasn't really tense but did seem a bit animated in her teasing.

This really was HER show so I didn't feel the need to push anything. Sure my cock was stiff and I could be ready to go at a moments notice but hey, I'm a guy. We're always on a short fuse like the bottle rockets we are.

After a long while she had visibly relaxed and her hips were moving more slowly and intensely. She lightly kissed me and then put her head on my neck and nibbled at my shoulder.

I said, "ready?"

She looked into my face, nodded, and raised up on my lap until her breasts were at eye level. Her eyes were on my face as she kept her left hand on my shoulder and moved her right hand down between us. There was a pause and I felt her grasp my cock for the first time.

I raised opened my eyes wide and lifted my eyebrows at her. She grinned and said, "stop that." Then her fingers lightly traced up and down. She wasn't stroking me but rather examining me. Her finger tips traced lightly up the sides feeling the blood vessels, then around just under the crown, feeling the soft opening and then tracing the urethra back down to my balls. At this point she finally closed her eyes and once her hand lifted and felt my balls she grasped my cock with purpose and rubbed the head up and down her lips.

This first real tactile contact between my cock and her pussy revealed to me that Sandra had quite the set of lips down there. I could feel them slipping and sliding over and round my cock head as she moved my cock in and around her pussy.

The anticipation was almost more than I could bear and I gritted my teeth and whispered, "don't do that too often or long."

She remained with her eyes closed as she placed my cock in the little cleft of her pussy which marked the entrance to her vagina and lowered herself just a bit so that the head stayed there. A side to side movement of her hips and a little more downward pressure and my cockhead started to enter her.

I'm not a huge man by any measure. My cock is probably the epitome of typical. Just a tad over 6 inches depending on when it's measured and an equal size around, 6 inches. Regardless, I had no idea if they played with dildos but I was fairly certain Sandra hadn't had a real cock in over 20 years. I expected her to be tight... I was not disappointed.

Just as I thought I was going to slip inside my cock did what they sometimes do and took off in a different direction that I thought. I went slipping up over her puckered little asshole and out the back.

"Oohhhh?" I said.

She pinched my right ear lobe and said, "Don't even let that cross your mind" as she reached down and put me back in place. This time she held on as she lowered herself.

With her holding my cock in place the pressure grew on my cockhead. I sucked one of her nipples into my mouth just as I felt her slowly spreading and then, very slowly, the head slipped inside.

She had her head tilted downward a little and as I licked her breast I was watching her face intently. When her pussy lips finally spread around the head she winced every so slightly.

My hands were still under her ass and I lifted to support her weight, "you ok?" I asked.

She nodded and put both her hands onto my shoulders. I lowered my hands as she continued to lower herself onto me and moved them to her hips. She'd lower herself an inch or so... pause, raise up... pause again, then lower herself... this went on for quite some time and even though I was watching her, she wasn't showing much other than a wince every so often, a shift of her hips and then back to lowering.

My cock sank deeper and deeper into her hot wet pussy. I could feel the heat of her sex on my thighs as she moved closer and closer to them.

She wasn't fully sitting on me but she opened her eyes and saw me looking at her. She smiled and brought her mouth to mine driving her tongue into me again. Her torso lifted up and down a few more times and then she finally settled fully onto my lap taking my cock as deep as it could go. At least in this position.

For the next few minutes we simply sat making out again. Even though I was deep inside her.

Then the oddest thing happened. I suppose women's brains never really shut off and Sandra's suddenly switched on.

We were kissing just like we had been since she had sat fully on me when she leaned back and looked down at the couch. Then she gave me a peck on the lips and said, "we'd better get off the couch. If we make a mess on it Roxy will kill me."

With that she unceremoniously got up off me. My cock slipped out of her and flopped back onto my belly, sticky and wet. Without so much as a glance she took my hands and pulled me up the stairs behind her. I had a wonderful view of her ass jiggling and bouncing as she stepped quickly up the stairs ahead of me.

She took a right turn at the top of the stairs and led me into a really nice bedroom. She pulled me in spun me around and shoved me back onto the bed as she crawled on top of me again. I was laying back and she got onto her hands and knees over me. She leaned down and kissed me again as she guided me back inside her.

She didn't just slam me inside but took her time slipping me in. When the head was firmly inside she sat up and put her hands on my chest before lowering herself onto me again. I was running my hands up and down her thighs and could feel the athlete in her. She had strong firm thighs, not a bit of flab on those.

Again she settled her ass onto me. She let out a sigh and sat straight up shifting her hips just a little causing me to sink just that little deeper.

"Are you liking this?" I asked.

Her hands had found her tits and she was cupping them gently and rolling her nipples between her thumb and forefinger. She nodded, "ya, but... it's sooooo different."

She squeezed her pussy. "Feel that?" she asked.

I nodded and then flexed my cock inside her. "Feel that?" I asked with a grin.

She smiled and I saw her belly twitch and felt her pussy contracting around me just as she leaned forward and raised herself up on my cock. She relaxed and sat back down. Then did it again.

Her muscle control was something I'd never felt before. I don't know if that had to do with being a lesbian, or an athlete, or some kind of freaky pussy magic... and didn't really care at the time.

"Damn girl" I said and grabbed her hands off my chest and pushed them to her hips. She laughed and fell onto of me. We looked at each other for a moment and then kissed again. It only took a few seconds and we were fucking. I released her hands and caressed her sides. She slipped her arms under my shoulders and leaned forward onto her elbows. She had most of the control in this position. As she fucked her tits would slide up and down my chest, she made it a point to keep them pressed firmly between us. Her breathing was deep and heavy in rhythm with out thrusts.

We fucked like this for a few minutes before I asked her to hold on. She stopped moving and clutched me with her arms and legs. I lifted us up and moved further up onto the bed so that I was completely on it instead of my feet still on the floor. I wanted some leverage.

We started back to fucking with my feet on the bed where I could raise my hips into her as she stroked down onto me. Right as we hit I'd tilt my hips up so that there was a little 'slap' as she bottomed out.

Sandra raised her face and made the first sound I'd call one of passion. With each little impact of our hips she'd let out a little breath of air, "uh.... uh... uh... uh... uh..." and her head would bounce tossing her hair a bit. She ground her hips into me and shivered her pussy onto my cock, grinding her clit hard against my pubic bone.

I was getting pretty damned close to cumming a few times but I was able to concentrate and shut down the feeling...then, of course, I could feel myself beginning to lose control.