Mrs. Bethany

Seeing my hesitation, Sandy reached took my hands and placed them again on her breasts, my fingers resting on the cloth of her bra, my thumbs on her flesh. "Pull it away from me," she said, "I want you to see me and touch me."

I slid my thumbs under the edges of her bra cups and lifted them away, freeing her breasts. As the her breasts fell free, I released the cloth of her bra and took the flesh of her tits into my hands, weighing them in my fingers, learning them for myself. Sandy pulled her bra back from her chest, throwing her shoulders back, shrugging out of her blouse and bra, making herself completely topless astride me. Raising herself up onto her knees, she brought her breasts up to me.

"Kiss them," she said. "Take the nipples into your mouth and suck on them. Yes, just like that."

I slowly, gently kissed her breasts, deliberately sucking her nipples, feeling them get hard between my lips. Sandy began to breathe hard and deep as I continued to suckle her tits. I felt her reach down between our bodies, and looking down briefly, I saw her unzip her shorts and reach a hand inside to play with herself. I was distracted with the desire to watch her do that... I'd never seen a woman masturbate... but Sandy raised my head up and pressed her breast to my lips again.

Sandy lowered herself back to sitting astride me, breathing heavy. I looked down and saw her shorts were open, her champagne colored panties visible to my prying eyes. I looked back up and my eyes met hers. She climbed off of me and stood up, reached down with one hand to pick up her blouse and bra, taking my hand with the other.

"Come with me," she said, leading me back to her bedroom.

She had turned back the bedcovers, and when we walked into the bedroom, she tossed her bra and blouse onto a chair, and then turned to me.

"Kick off your shoes and socks and take off your shirt," she said.

I kicked off my shoes and socks, and as I pulled my shirt over my head, I felt her fingers hooking into the waistband of my pants, working them down off of my hips. In short order, I stood before her wearing only my briefs, and my cock was straining to be free. I watched as Sandy pushed her shorts down off of her hips to stand before me wearing only her panties. Stepping toward me, Sandy put one hand on my shoulder, and kissed me as her other hand reached into my briefs, allowing my cock to spring free. She took my cock into her hand, stroking it very lightly, creating sensations of pleasure, but not strong enough to generate sparks, and she looked at me. I reached out towards Sandy, placing my hands on her hips, running my fingers up the side of her body, feeling her ribcage expand with each breath.

"Let me take care of this for you," Sandy said, running her fingers up the length of my shaft. She drew me to her and kissed me, sucking my tongue gently into her mouth. "Do you want me?" she asked. "Do you want to see me naked and to fuck me?" All I could do was nod as I continued to breath heavily, my heart threatening to pound out of my chest.

Sandy pushed my briefs to the floor and I stepped out of them. She told me to sit on the bed. Kneeling in front of me, Sandy looked up at me, taking my cock into her hands.

"Have you ever had a blowjob before?" she asked. "Have you ever had a woman suck your cock and let you cum in her mouth?"

"No," I managed to answer, but just barely. Sandy nodded at me, smiling and licking her lips.

"I want you to fuck me with your cock, but I'm afraid that as excited as you are, you wouldn't last very long at the moment," she said, caressing my erection.

"I'm sorry," I said.

"No, that's fine. My vanity is taking it as a compliment that I have you this aroused; it makes me feel like you find me attractive."

"You are. You're beautiful," I told her.

"Thank you," she said. "The really great thing is that it won't take too long before you get hard again, and then we can take the time to enjoy it. Right now, though, I'm going to give you a blowjob. I'm going to lick and kiss you and suck your cock, and when you cum, don't try to hold it back, let yourself cum. I want you to cum in my mouth so I can swallow you."

I just nodded, feeling my head spin as I watched her descend toward my cock, sticking her tongue out to lick the head, and seeing her take the pre-cum oozing out of me onto her tongue. Everything now was a new sensation.

Sandy cupped my balls in one hand, kissing them lightly, then releasing them to take my cock into her mouth. Her lips were open wide as she lay my cock on her tongue, rubbing the length of my shaft against her taste buds. Then she closed her mouth around me, the silky wetness a warm pocket of pleasure for my cock.

She was right; I wasn't going to last long. I could feel the pleasant warmth of an orgasm beginning to build, and as she felt me beginning to tense, she changed position slightly and increased her tempo just a bit.

"I'm getting ready to explode," I said.

"Give it to me, sweetheart," she said, pumping my cock and breathing hard. "Cum for me. Shoot your cum in my mouth." Without missing a beat, she swallowed me again, fucking my cock with her mouth.

My climax built in a steady wave, and I suddenly felt my cock spasming, semen pumping in desperate pulses, Sandy greedily sucking it in, swallowing. She pulled herself off of me for just a second to get a breath, and some of my cum dripped onto her breast. She sucked my cock back into her mouth, draining me. I braced myself with my arms, trying not to fall back as I enjoyed the most wonderful, pleasurable feelings I'd ever known.

I looked down as Sandy released my cock from her mouth, pumping me softly, cradling my balls, milking my cock for the last few drops of my semen. Satisfied that her mission was accomplished, she rose to her feet, brushing the hair back from her face.

"Have you ever tasted yourself?" she asked. I shook my head no, pretty sure I knew exactly what she meant. "Do you want to? It would really turn me on." She knew the right words to say, and as soon as I had nodded assent, she took my face in her hands and kissed me, giving me her tongue and allowing me a small sample of what my cum tasted like. I really had nothing to compare it to; there was a hint of saltiness, a hint of sweetness. I reached out and grazed her thighs with my hands, caressing her softly. Our lips parted, and I followed Sandy's eyes to where they fell upon the drop of my cum that had fallen onto her breast. Only a small drop, it had nonetheless tried to run south, aiming for her nipple, which was hard and erect. Sandy started to sweep it with her finger, but I caught her hand and pulling her to me, licked her breast clean, moving down to suck in her nipple.

Sandy stepped closer and hugged me to her as I feasted on her tits. My hands roamed up and down her back, rubbing her with affection. I allowed my hands to wander down, grazing her backside. Without realizing exactly what I was doing, I grabbed handfuls of her ass and squeezed softly, massaging her. She moaned and told me to pull her panties off of her. I didn't need to be told twice and hooked my thumbs into the waistband, sweeping them down off of her hips and pushing them to the floor, where she stepped out of them. My hands returned to her backside and I again took hold of her, feeling her soft fullness as I continued to suckle her.

After a few minutes of this, Sandy stepped back and crawled onto the bed. She made her way to the center of the bed and got comfortable, propping herself up on the pillows, then spreading her legs wide and beckoning me to her. She had me sit between her legs facing her, my semi-hard cock inches away from her pussy. I wasn't ready to go again just yet, but she and I knew it was merely a matter of time.

Sandy's pubic hair was not trimmed at all, and she smoothed down the muff of her fur, exposing the pinkness of her sex to me. For the next few minutes, I watched her masturbate slowly, noting that she took great pleasure in me watching. She took my hand and guided me in pleasuring her with my fingers; tracing lightly along the length of her slit, circling around her clit, watching as her labia filled with blood, swelling in arousal. She had me insert first one, and then two fingers into her and stroke her pussy. I began to get hard again watching Sandy become fully aroused, seeing her experience the early stages of sexual gratification. I lifted a finger from her pussy to my mouth in order to taste her, and caught her watching me.

"Taste me with your tongue," she said.

I awkwardly shifted position and moved between her legs. Sandy guided me in performing oral sex on her, telling me exactly what to do, moaning and her rapid breathing being the involuntary indicators that I was performing satisfactorily. "Steering the ears," she called it as her hand guided my head through the paces of my giving head to a woman for the first time. Her taste and smell were unique, and arousing in a way that I can't describe with words. I felt Sandy begin to shudder with her orgasm, and not knowing just exactly what to do, I decided to mimic what she'd done to me. I covered her pussy with my mouth and sucked on her, sliding my tongue up inside her. She arched her back, tensing her body, then releasing it.

"Oh... I'm cumming...," she said. "I'm cumming..." She tensed and relaxed a few more times, shuddering in between, gradually lessening in intensity. I raised up from her sex, caressing her thighs, reaching forward to rub her belly.

Sandy shifted on the bed and motioned for me to lay down beside her. As I did, she rolled toward me, draping a leg on top of me. She pulled one of my arms around her, snuggling up against me and kissing me. I caressed her body, my free hand wandering lazily along her torso down to her hip.

"Thank you," she said. "That felt really, really good. I want us to lay here together for a few minutes and then I want you to fuck me."

"Okay," I said. There wasn't anything else to say. I was beside myself, enjoying laying there naked with this beautiful woman who had sucked me off and wanted me to fuck her. That was exactly what she'd said. She wanted my cock in her pussy, and my raging hormones were more than willing to comply

Sandy kissed me on my neck, and her fingers rubbed gently along my body, causing my cock to speed along its way to hardness. She took my cock into her hand and began to stroke it.

"How do you want to fuck me?" Sandy asked.

"What do you mean?"

"Do you want me on my back, do you want me on top of you, or do you want to be behind me?" she asked.

"Can I fuck you from on top and then from behind?" I asked her.

"Sure," she said, kissing me.

Sandy rolled onto her back and pulled me to her. When I was between her legs, I began to position my cock at the center of her opening.

"Let me do that," she said, taking hold of me.

I leaned forward, allowing her to rub the tip of my cock against her sex, coating me with her juices as well as getting her ready to receive me. Sandy put the head of my cock into the folds of her pussy and thrust herself up against me just enough to take hold of me before rocking back. The sensation felt wonderful, and I waited for her to thrust up again. On her next thrust up, she released her hand from my cock, grasping my arms.

"Okay," she said.

I leaned into her and felt my cock penetrate her. Sandy inhaled sharply and I pulled out almost all the way before descending again, finally burying myself within her on the third thrust forward. We slowly began to develop a rhythm, and she talked me through how to change my movement and position to alter the sensations we both were receiving.

"I can feel your cock getting harder inside me," she said. Difficult to explain how, but I could feel my cock getting harder, too, and knew that my second orgasm of the night would not be terribly far behind it. "You feel really good."

"So do you, Sandy," I said, leaning forward and kissing her. "I can feel your pussy tightening around me. Do you like me fucking you?"

"Oh, yes," she said, smiling. "Let's change position now." I pulled out of her watched as she got onto her hands and knees, her ass facing me. "Put your cock back into me."

I eased back into her, feeling the different sensations of this new angle.

Sandy told me to pull out almost all the way until the ridge of my cock-head was at the edge of her opening, and we slowly began to fuck again. I watched as she reached up to play with herself, and she had me reach around to pinch her nipples.

I felt my orgasm beginning to build, and Sandy had me slow down, focusing on my movement instead of my tempo. Instead of this slowing it down, my orgasm began to intensify.

"Cum for me, sweetie," she said. "That's it... keep fucking my pussy... I'm almost ready to cum again, too... yes... cum for me..."

"I'm about to cum, Sandy," I told her. "Do you want me to cum inside you?"

"Yes," she said. "Cum inside me... I want to feel you shoot your cum into me... I want to feel it running out of me..."

If that was what she wanted, I was ready to make her happy, and I buried my cock deep in her as I began to cum, thrusting myself into her with ragged motions.

Sandy moaned and threw her head back as she came, pushing back against me. As we began to relax, she reached behind her to put a hand on my hip.

"I'm going to fall forward and lay down... I want you to stay inside of me and stay on top of me," she said.

I rasped out my agreement, and we stayed connected as we fell to the bed.

It just seemed like the natural thing to do, and I encircled her with my arms, embracing her and kissed her shoulder, neck and cheek when she offered it to me.

I don't think either of us intended to, but we fell asleep like that. Nearly two hours later, Sandy woke me up, kissing me. She didn't want to chance Denise coming home and catching us, so she had me get dressed and leave. When I left, she kissed me goodnight and stood in the doorway wearing her robe and nothing else.

SEEING Sandy on a daily basis was a little awkward, but we managed. We slept together four more times that semester, each time a wonderful experience in pleasure.

When I came back from the Christmas break, things changed dramatically. Sandy told me that she and I could be friends, but that things could not continue as they had. I was understandably upset, but managed to bury myself in my studies. Later in the spring, she walked by one day when I was standing talking to my new girlfriend. She just smiled at me in a knowing way and kept walking.

My relationship with Sandy, brief as it was, resulted in my becoming confident around women.

A lot of time has passed since then, but I've never forgotten her, and I never will.