Spin Class Surprise

"When you hear Brad and me, what goes through your mind?"

"What do you mean?"

"Come on, Hallie." Carla inched even closer to Hallie. "When you hear him fucking my brains out, what are you thinking about?"

Hallie was a bit taken aback with the question and the forwardness of Carla.

"I don't know. I mean I guess I wonder how you guys do it so often and a few times I tried to create an image of who was up there."

Carla smiled. "You little slut! You fantasized about my husband doing those things to you, didn't you?"

Hallie thought about that for a minute. "Actually, to be honest, I mostly tried to picture what you would look like. Is that weird??"

"Not at all. I'm just surprised a hot young thing like you wasn't imagining what my husband's cock looked like or how it would feel fucking your little cunt."

Carla's words were getting looser. Hallie hadn't expected her to speak that way at all, although it didn't bother her. It was making her feel warm between her legs. And damp.

Hallie looked at Carla, waiting for her to speak again.

"Well?" asked Carla.

"Well what?"

"Now you've seen me, did I come close to your fantasy image of me in your head?"

The wine was starting to give Hallie a little more courage. "No."

Carla's constant smile faded a bit. "Oh really?"

Hallie spoke. "No, you're way hotter than I had pictured in my head." She couldn't believe she said that even as the words fell out of her mouth.

But before she could think any further, Carla put down her glass and leaned in close to Hallie. She ran her hands through Hallie's golden mane, rubbed her shoulders and gave her a once over before leaning in and kissing her on the lips. There was no tongue but the kiss between their lips lingered for a few seconds, allowing Hallie to breathe in Carla's freshly showered scent and to feel her whole body tingle from the touch.

Hallie instinctively pulled back after the kiss. "What was that, Carla?"

"Well you said you never make the first move right? So I figured if I wanted to kiss you I'd better make the move myself." She smiled and gazed into Hallie's eyes, awaiting a reply.

"I see. Well what makes you think I wanted to kiss you?" Hallie hesitantly played it cool.

"I've been around a long time, baby. I see the way you've stared at me. I saw you looking at me in spin class when I stretched. I even saw your eyes in the mirror before when I was getting dressed. Did I misread all of that?"

Hallie was surprised at her words but very turned on. It was all she could do not to push Carla down on the couch and devour her beautiful older body.

"You didn't misread it, no."

Carla grinned and leaned in again this time letting her tongue slip into Hallie's mouth and find her tongue. They remained locked lipped for several seconds, as Carla's hands began to roam Hallie's tight body. Hallie felt her panties soaking with desire and as they continued to make out, she let her hands start to explore Carla's body. She went right for her chest, eager to touch Carla's big tits and hopefully slip each one into her mouth and suck her nipples which were again stiff and poking through her t-shirt.

Hallie didn't want any of this to end but suddenly Carla's phone buzzed. Carla would have ignored it but her husband Brad was due home soon so she pulled away from Hallie and checked her phone. Sure enough, it was Brad. He was parking in the garage and would be right up.

"Baby I want nothing more than to continue this but you better get going for tonight."

"Ok. Carla, you are so fucking sexy. I know I should be out looking for 22 year old boys but all I want is to see your gorgeous tits and to taste you."

Carla was turned on by Hallie's new found lack of shyness. "Wow, honey. I would love that too but it'll have to wait."

Hallie gathered her shoes and her bag and got ready to head out.

"Hey Hallie." Carla whispered.

"Yeah?"

With that, Carla pulled up her t-shirt to expose her bra clad rack, a rack that showed tons of cleavage and could barely contain her big heavy tits.

Hallie's eyes widened in awe and lust.

Carla put her shirt back down and smiled and headed to clean up the glasses.

"You fucking tease!" Hallie said as she walked to the door and headed out.

**

Back in her apartment, Hallie couldn't get the image of Carla's monstrous tits out of her mind. She needed to feel them, to lick them, to taste all of Carla. She climbed onto her bed and fetched her best dildo from the nightstand. It was about 7 inches long and curved just right. The fake veins felt so real as Hallie plunged it into her needy cunt and exploded into orgasm for the first of several times that night.

Speaking of orgasm, as Hallie finally came down from the pleasure she gave herself, she began to doze when she heard the familiar stirrings above her head. Dragging bed, banging headboard, soft moans.

This time was different though. No longer having to imagine what the woman looked like, it was 10 times more painful for Hallie to ignore it and fall asleep now that she knew Carla. Now that she knew how fucking big her tits were, probably flopping all over as she got fucked by Brad. Was she straddling Brad so that those tits kept falling into his face? Was he gripping her big ass as he fucked her pussy which probably tasted amazing?

Carla's moans were noticeably louder that night. Hallie wasn't sure if it was on purpose now that she knew she could hear them or because she was more turned on due to her make out session with Hallie. Hallie hoped it was the latter. Hallie found herself wondering if Carla was shaved or hairy between her legs. Hallie's own pussy was hairy but that was more due to a lack of any sexual activity lately so she had let it grow. She did think it looked sexy between her legs, though. She tried to picture Carla's pussy, if it had the same jet black hair as her head did or if she shaved it. She knew one thing. Regardless of any of that, she wanted to taste it. To bury her face into it and lick Carla's juices.

Hallie wound up making herself cum another two times that night before going to sleep. When she heard a dull beeping sound, she woke and realized it was her alarm. She had spin class again this morning but she wanted no part of moving from her bed at the moment. She set her alarm early to allow extra time to get ready in the morning so she lay in bed a few more minutes when her phone buzzed. It was Carla. Hallie could swear she already felt her panties dampen.

"Hey there, don't kno bout you but I'm not feelin spin 2day."

Hallie was disappointed but she texted her back right away.

"Ah ok, no prob, I'm not really either but guess I should get it over with."

Hallie watched the dots as Carla typed. She figured she was writing something about have a good class or something. She was shocked at what Carla actually wrote.

"Then skip it. Brad's out for the day. Come up and have breakfast with me!"

Hallie's heart skipped a beat. She was desperate to finish what she and Carla had started.

"Let me shower and I'll head right up."

"Don't bother, I'm starving now. Already started cooking breakfast. Just come."

Hallie still wanted to freshen up a bit so she ran some water over her face and spritzed on some body spray. She peeled off her sticky panties and put on a fresh pair. She put on her bra and a t-shirt and slid on a pair of jean shorts and headed up the stairs, two or three at a time!

When she got upstairs, Hallie knocked and then heard Carla yell that it was unlocked so she entered and closed the door behind her. Carla was at the stove cooking bacon with her back to Hallie. She had on the thinnest and shortest green silk shorts and a black tank top. Hallie could tell she wasn't wearing a bra. Her hair was in a simple ponytail and she had no socks on. It was the most casual and unkempt Hallie had seen Carla but she looked absolutely ravishing,

Carla gave a quick turn to see Hallie and smiled. "Have a seat, breakfast is coming right up!"

Carla brought over the food to the table and she and Hallie chowed down on it in virtual silence as they took turns studying each other. Carla could tell Hallie put a bit of effort into her appearance even though it was so early and she lived in the building. She also knew that that meant she was trying to look good for her and was likely down for some post breakfast fun as Carla had intended and hoped for!

Hallie stole glances at Carla's braless tits moving freely under her tank top. She also followed Carla's smooth legs up to her crotch where her silky tiny shorts did little to cover an equally thin pair of green panties.

When her eyes met Carla's again, Carla was smiling.

"See anything you like, baby?"

"You know I do, Carla. I haven't stopped thinking about what happened. Have you?"

"Well I'm sure you heard me last night with Brad, right? How loud I was? Who do you think I was thinking about as he plunged into my needy pussy?

"Really?? So your husband was fucking you and you were thinking about me? Why?

"What do you mean "why"?" I soaked my panties almost entirely just from our make out and grope session. I wanted you so fucking badly and I was so turned on how bad you wanted me. I couldn't wait to get you up here again."

When she saw Hallie's face light up, Carla moved their plates aside and slid close to Hallie on her couch. They wasted no time this time and quickly slid their tongues into each other's mouths. Carla's hands rubbed Hallie's bare legs up and down while Hallie went right for the massive jugs hanging loosely right under Carla's tank top. She squeezed them and rubbed them through the material until Carla pushed her away and yanked off her top, exposing what Hallie thought were the biggest and firmest set of tits she had ever seen. Yes she had seen bigger ones in some pornos but those were probably fake and those weren't right in front of her face right now. Despite Carla's age, her tits showed little sag. Carla watched Hallie ogle them as she proudly showed off what most men and some women only try to imagine when they walk by her.

Hallie buried her face in Carla's chest and just stayed there for a moment, enjoying the feel and sheer size of this woman's tits. When she finally pulled her head out, she then took one at a time in her mouth, licking the area around Carla's nipples before finally taking each nipple in her mouth. Carla's nipples were longer and harder than Hallie remembered from last time. Hallie took her time slobbering all over this perfect rack and it was having an effect on Carla.

"Oh yes, baby. My nipples are so sensitive. Be gentle but please keep sucking on them. I'm so fucking wet and horny for you."

Hallie did as she was told and enjoyed Carla as Carla made an effort to keep fondling Hallie but was honestly enjoying the attention from Hallie so much that she couldn't do much else.

When Hallie finally pulled back for a second, Carla took the opportunity to tug at Hallie's shirt with the intention of having Hallie assist in getting it off right away. Hallie got the hint and together they tore off her shirt, leaving her in her bra. Carla stared at Hallie's bra encased boobs and then buried her own face in them. She realized they were fuller and a bit larger than she had thought originally. Obviously they were nowhere near her size but few woman were and Hallie had more than enough.

Carla reach around and unhooked Hallie's bra with no effort at all, watching her tits spill out and also not droop a bit. Hallie's nipples were actually bigger than Carla's, they were almost the size of silver dollars whereas Carla's nipples were more like Hershey Kisses, albeit on a larger, or much larger surface.

Carla and Hallie alternated licking each other's tits and Carla had now pushed Hallie down on the couch so that they were both laying on it. Carla's big tits hung down like giant udders into Hallie's face and into her own tits. Carla pushed down and mashed their racks together as Hallie stuck out her tongue just trying to lick any part of Carla's tits that she could.

As Hallie got more comfortable, she slid her hands down to Carla's booty and squeezed her large ass as they started to kiss again. Hallie's hands roamed under Carla's flimsy shorts and rubbed her panty covered butt as Carla enjoyed her touch. Carla sat up and slid off her shorts, leaving her in only her green panties. Hallie took in her new friend's unbelievably sexy and firm body. Her legs were a bit thick as was her ass but all of her was shapely and firm. Carla was all woman and Hallie was ready to finally go all the way with a woman. While she still wasn't sure what that meant as far as how she identified, whether she preferred guys or girls, it didn't matter at the moment. What mattered now was one thing, Carla's pussy, which was now soaking wet and filling the air with her scent.

Carla, being the confident take control type, wasn't about to wait for Hallie's tongue to come to her wanting hole so she shimmied her way up the couch and then stood up so she was positioned above Hallie. Before Hallie could process, Carla bent her knees and reached her arms out for the couch end for balance, leaving her sweet and horny pussy hanging right in front of young Hallie's face.

Hallie grabbed Carla's thighs and leaned in toward her crotch, taking several seconds to just breathe in the scent of sopping wet pussy. She pressed her nose right up to Carla's panties and then licked her through them, driving Carla wild. Hallie didn't see any hair sticking out of the panties, unlike her own, so she wondered if Carla was trimmed or shaved.

Not being able to wait another second, Carla yanked aside her own panties and grinded her bald cunt into Hallie's face. Hallie wasted no time in sliding her tongue all over Carla's pussy lips, mentally rejoicing that this moment was finally here. From that one time that she almost got to taste pussy and then the desire since then and now she had a gorgeous older woman's shaved snatch in her face and she was going to devour it.

Carla bucked her hips to a rhythm until Hallie decided the fraction of a second when her pussy wasn't in her mouth was too long and she grabbed Carla's plump ass cheeks and pulled her close. Carla snickered to herself about the death grip Hallie had on her honey hole. By the time Hallie got into her own rhythm and found Carla's clit, Carla was drenching Hallie's face and chest. Hallie got more comfortable and worked her right thumb into Carla's clit so that she was rubbing it while she ate her out.

"Oh fuuuccckkk. You sure you've never done this?"

Hallie mumbled something that Carla couldn't hear or understand because her face was full of her pussy and her girly juices. As Carla started to get weak from standing bent over Hallie and trying to balance on the couch, she felt her orgasm coming on, and it was more powerful than any she had ever felt even with her husband. Her legs stiffened and she held her crotch against Hallie's hungry tongue until she quivered and exploded with desire and satisfaction, soaking Hallie even more than she already was as Hallie eagerly and greedily lapped at all of it.

Carla climbed off Hallie and collapsed next to her on the couch, covered in a mix of sweat and girly cum. Hallie lay still for a minute just reveling in what had happened and how amazing it was. She had hoped she hadn't built up this fantasy in her mind over the years and would be disappointed when and if it finally happened but this was the farthest thing from that. The only thing Hallie wanted now after having devoured Carla's pussy was more of it.

Hallie's own pussy was seeping through her panties and showed dampness in the crotch of her jean shorts. She slid a hand down into her shorts and found her slick pussy and buried two fingers inside herself. They slid in with no effort at all and she finger fucked herself until Carla saw what she was doing.

"Get that fucking hand out of the way, baby!" Carla, unbuttoned Hallie's shorts and forced her to lift her ass as she yanked them off followed by her panties. Hallie's hair covered cunt stared back at her, the hair matted down with juices. Carla, showing a little more control, did not dive right in, as badly as she wanted to. First, she licked the inside of Hallie's left thigh, then her right. Then she moved her head up to that bush as Hallie braced for her tongue but Carla kept moving further up, licking her taut tummy and then making her way to Hallie's young perky tits. She took them one at a time in her hands and flicked each nipple with her tongue. She could feel Hallie squirming under her.

"You fucking tease!" Hallie giggled.

"Whatever do you mean?" Carla asked in a fake act of ignorance.

"Ugh. You know where I want your tongue, Carla."

"I'm not sure. Where?

Hallie played along and pointed at her steaming snatch.

"Hmm, I'm still not sure when you mean. Why don't you just tell me what it's called?"

"You know..."

"No I don't. Tell me."

"MY FUCKING PUSSY. CARLA, GET YOUR TONGUE ON MY HOT PUSSY!"

Carla laughed aloud, enjoying the power and the teasing. She also got off on hearing others talk dirty. She immediately slid her face back down Hallie's body and buried it into Hallie's hairy cunt. While Carla was shaved completely, she loved the natural look and stayed shaved mainly for her husband Brad since he preferred it. Carla lapped away at Hallie's pussy, sucking in the sweet juices of her young neighbor.

Hallie had already cum once and was no less horny when Carla added her fingers to go along with her tongue. First one finger, then a second easily slid inside Hallie as she kept the pressure on her clit with her tongue. The pleasure was overwhelming and Carla felt Hallie's legs clamp around her head in a death grip as she shuddered through another explosive orgasm.

The two spent ladies collapsed side by side, still unsteady from the powerful orgasms they both experienced. Carla was the first to speak.

"Sorry, I know you really wanted that spin workout this morning." She smiled as she looked at Hallie.

"Ha-ha, I am pretty sure I got a better workout here with you! And I think it was a bit more fun."

"You THINK? Maybe you need more of this to convince you?" She grabbed her hairless snatch which was sticky from their hot session.

"Fuck don't tease me, you know I need more of it but I have to shower and get to work or I'll be late.

"Oh alright, I suppose I can let you go for now. I think next time we'll have to move this party to my bedroom, my couch is fucking soaked from us. Hopefully I can clean it so Brad doesn't see."

Hallie dressed and headed down to shower the thought of "next time" making her grin ear to ear the rest of the day.

**

Hallie couldn't stop thinking about Carla and how damn hot she was. She even wore a skirt to work so she could run to the bathroom and get herself off easier because she couldn't think about Carla's massive tits and delicious shaved pussy without getting hot and needing relief. She somehow made it through the day making herself cum only once. When she got home, she tried to focus on something else so she made herself dinner and put on the TV to relax. She wondered what Carla was thinking all day but she hadn't texted her.

Spent after a few hours of TV, Hallie eventually retired to her bedroom and dozed off and for the first time in a while she got a solid night's rest.

She awoke in the morning around 8am and was glad that she didn't have work until the afternoon that day as she had a client meeting for lunch and didn't need to go to her office first. While still lazing in her bed, Hallie suddenly heard the all too familiar rhythmic thumping of Carla and Brad's fucking. Geez, Carla was insatiable, Hallie thought. Now that she had had her pussy, she felt a bit of jealousy that someone else was enjoying it, and that someone else was making Carla feel pleasure. Hallie had reached down into her own panties to rub her itching cunt to the sounds above but they ended quicker than normal. Hallie figured Brad must have to get to work or something. After all she doesn't usually hear them going at it in the morning.