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Introduction:

My friend Helen is beautiful and sexy and I want her but cant have her, yet
I have known Helen for about 11 years now and have been crazy about her from our first meeting. She is a beautiful, petite redhead, about 5'3 and maybe weighing in at most 100lbs. One of the most appealing things about her is the fact that she has got these really big tits for her small frame. She has to be at least a 32C, little tiny waist and very slender hips.

I am about 47 years old now and this would make her about 42. I am married to a beautiful woman who has lost almost all interest in sex. The wonderful things that medications can do to you.

I my fantasy I meet up with Helen at a fast food joint and she gives me one of those wonderful hugs that I just love. She pulls her self up against me and holds me tight as I do the same to her. We break apart and make small talk then go about our lives. But in my fantasy the hug lingers and I feel her sighing as we pull each other even closer. She than pulls back a little from me and looks up into my eyes and quietly says, " Lets get out of here and go to my place".

We walk out to our vehicles and quickly drive the short distance to her house. As we get in her front door she turns to me and we embrace, turning our faces to each other for a first tentative kiss. Our lips meet and hers are so soft, the kiss so tender that we don't want to pull apart. Slowly our lips separate and our tongs lightly begin to explore each other’s lips and mouths.

At this point my cock is getting rock hard and pressing against her firm flat belly. She grinds herself in against me and moans softly. She pulls back her head and says to me " My My My"

As Helen puts her arms up and around my neck her dark blue blouse pulls up and out of her knee length beige skirt. I immediately begin to lightly caress her bare back and sides with my fingertips. I can feel the goose bumps forming and her nipples harden against my chest.

As I run my hand up her back I come into contact with the thin back strap of her bra. I am both suprised and pleased to find that it is a front hook bra. She giggles and says " You will just have to unbutton the front wont you" and gives me one of those smiles that make my head swim. Slowly she pulls her arms back from around my neck and rests them on my chest, gently rubbing my erect nipples through my shirt. She takes a step back and I reach up to the top button of her blouse and slowly start to unbutton them. As I expose more of her chest I lightly tickle the mounds of her beautiful breasts. Helen closes her eyes, enjoying what I am doing to her. As the last button comes free I push back the blouse from her shoulders, down her arms as they go to her sides, to fall to the floor, leaving her standing there in a lacy black bra that is straining to contain the swelling mounds of her breasts.

" Do you like them" She asks huskily.
"Yes. They are beautiful. And so are You" I answer.

I hook my thumbs into the bra straps on each shoulder and pull each side down an arm. I see that Helen is covered in goose bumps. I than bring my hands around to the front of her chest. I begin to caress her luscious breasts. Her nipples are very hard and erect. I start to gently pinch them through the thin fabric of her scanty bra. As she catches her breath, she arches her back slightly, pushing her breasts into my hands.
I bring my hands together at the tiny clasp between her breast that is trying to hold those luscious breasts restrained. I slide a finger under the clasp and pull forward slightly, making the clasp loosen, allowing me to separate the two sides of the clasp and free her bountiful bosom, her black lacy bra falling to the floor to join her discarded blouse. Helen moans deeply as I cup her two naked breasts and massage them. She again arches her back to push her breasts into my hands.

I lean forward and take her left nipple into my mouth and begin to suck.

“Oh GOD” Helen says, half voice half purr.

As I am sucking her nipple, Helen is running her fingers through my short reddish gray hair. As I continue to suck I reach down to the top of her skirt and run my fingers around the waistband to find the zipper in the back. I pull the zipper down and drop her skirt to the floor to join the blouse and bra already there. To my delight she is wearing black lacy bikini panties. I let my hands travel up the back of her firm slender legs, tickling from her calves to her backside. At the hem of her panties I switch nipples and put both hands up under her panties and squeezed her perfect ass. For a few moments we stayed there like that, me sucking her right nipple and massaging her ass when suddenly Helen pulled my face in tight to her breast and I felt her body stiffen and shake.

“OH OH Oh OH GOD”. She said as she had an orgasm. For a few seconds she stood there as the orgasm subsided. As she calmed down I slowly stood up and her arms go around my neck. We stood there holding each other her head against my upper chest.

“ No one has ever gotten me to cum like that from sucking my nipples” She said “ I can’t wait to see what you are going to do to my pussy”.

With that Helen starts to pull my tee shirt off over my head. When she has it off and on the floor with her discarded clothing she starts kissing my neck and shoulders, working her way down to my nipples. She goes from one to the other, licking and sucking. The feeling is incredible, making my cock throb. As she continues to tease my nipples the reaches to the front of my shorts and undoes the button and unzips them. I one quick motion she pulls both my shorts and underwear down and drops then to my ankles. Still latched onto my nipple she reaches around and gently starts to fondle my engorged cock.

“Oh Sweetheart, That feels wonderful” I tell her. It’s been a long time since some one has stroked my cock like that. She releases my nipples and stands up and we kiss. I run my fingers through her beautiful long red hair and she continues to stroke my cock.

Breaking away Helen slides down my body till her mouth is even with my cock. Licking her lips, she leans in close and kisses it on the head, than rolls her tongue around the head as I stand there transfixed. Here I am with the woman of my fantasies and we are having the most romantic Sex I can remember ever having. Helen opens her mouth and slowly starts to swallow my cock. Deeper and deeper she goes till she has my whole six and a half inches all the way in with my balls against her chin. She is sucking so great on it that I know that if she keeps this up I won’t last long. She begins to pull off my cock, as if sensing from my moaning that I am not far from cuming. She almost has my whole cock out of her mouth, Than suddenly she goes back and takes me all the way back in, her lips tight around my cock and her tongue sending sensations that are driving me wild.

“ I’m gonna cum” I shout to her but she keeps up the pressure on my cock. I feel that wonderful feeling of cum erupting from my balls and my cock swell to fill her mouth as I explode, sending streams of cum down her throat and filling her mouth. To her credit she takes it all, slurping and swallowing loudly. As she sucks me try I can barley stand there my legs are so shaky.

Standing up she puts her arms around my neck and gently pulls me to her. This time our kiss is mingled not only with her sweet taste but also with my own cum, a not unpleasant combination. We are both moaning into each other’s mouths. Enjoying the feeling of her sexy body up against mine, I pull her close.

We stayed like that for a few moments, regaining our strength. I than reach down and scoop her up behind her knees and pick her up.

“Which way to the bedroom?” I asked her.
“Down the hall to the end, on the right” She answered me in a little voice, tender yet sexy.

I carry Helen to her bedroom and not really to my surprise it is very feminine. Lacy curtains are on the windows and the double bed is covered in a pink and white bedspread. I carry Helen to the bed and put her down on it. She lays back and reach down and remove the black lace panties that are her last remaining garment. Not to my surprise I see a bright red hair, neatly trimmed, on her pussy.

“Make me feel like a woman wants to feel” Helen purrs as she slides up to rest her head on one of her pillows. Since I don’t want to refuse an invitation like that I crawl up onto the bed and lay down between her legs. Her beautiful red bush is just inches from my nose and the aroma from her sex-starved pussy is overpoweringly sweet. Her pussy lips are swollen with desire and she is so wet that her pussy is glistening in the sunlight. I lean forward and run my toung up her outer lips. Helen shudders and moans. I continue to lightly tease her for a bit, than I reached up with my fingers and spread her pussy lips to expose her engorged clit. I can’t believe how big it is, about half an inch long and as thick as my little finger. I start to lick gently against her clit, and with each lick she moans and bounces her pussy up to my mouth.

Helen than grabs the backs of both her legs in her hands and pulls them up, exposing more of her body to my probing touch. I oblige her by licking her pussy hole a bit before moving my toung down to her Perfect little ass hole. I flicked my toung over it and she practically screamed with pleasure.

I continued to lick her ass hole and I could tell that with every lick she was getting closer to having another orgasm. Suddenly I drilled my toung into her tender but flesh and at the same time began to flick and rub her clit with my left fingers. Helen didn’t seem to know which way to move, eather direction she moved her body I was sending pleasurable sensations coursing through her body.

“Ugh Ugh Ugh UGH UGH UGH UGH UGH” Helen screamed out louder each time till her body did a huge convulsion and she came like I had never felt a woman cum before. A huge spray, like from a garden hose came out of her pussy and drenched my face and shoulders. Three times she did this till she seemed to have spent all her cum. Her breathing was coming in gasps as she came down form her orgasm. At this point I lifted my mouth to her still engorged clit and took it into my mouth and started to suck on it. Within seconds she was having another huge orgasm. As that one subsided Helen lifted her head from her pillow and looked at me and smiled. She let go of her legs and motioned for me to come up beside her. I moved up and lay down beside her on the pillow and we lay there, holding each other and kissing for quite a while.

“ I think I ruined my bed” Helen said with a giggle. “ But that was worth it. I haven’t cum like that in years”

“ My pleasure” I whispered in her ear, bringing a huge smile to her face.

“ Now it’s your turn”. She said as she again slid down my body to my again erect cock. Taking it again into her mouth she sucked on it a few times than looked up and grinned. “ Bet you never had anyone do this?” She said as she again took my cock into her mouth, but instead of sucking she began to blow gently into my cock. I could feel her warm breath going down into my cock giving me a feeling of pleasure like I had never experienced before, than taking another deep breath she continued to blow and I suddenly began to feel my bladder fill with her warm breath. The sensation is like a combination of having to really pee and like having a huge wad of cum ready to erupt. I tightened my muscles at the base of my cock to keep from loosing it and Helen took my cock out of her mouth.

“Let it out hon” She said in a soft voice and I relaxed my muscles. At once all the warm breath came rushing out followed my a rush of pee and cum. Helen greedily sucked up all she could from my cock, than proceeded to do it to me again. I was in heaven with this woman and this time the only thing to come out of my cock was her warm breath. Helen crawled up beside me and we lay in each other arms, both dozeing lightly, totally spend from our incredible sex and passion.

After a bit I feel Helen stir beside me. Turning over she cuddles in close, her back to my front. My arms encircle her and I cup a breast in each hand. Purring deeply, Helen snuggles even closer, my stiffening cock between the luscious cheeks of her ass. We lay together like that for a while before I started to massage those luscious tits, making her nipples harden and grow against my palms. Helen moaned and started to flex the muscles in her ass, squeezing my cock between her checks. Without a word, she reached up and took my left hand from her breast and, spreading her legs, placed in on her warm pussy. I began to rub her wonderful mound, feeling her juices start to flow. I inserted a finger between the folds of her pussy and started to rub her engorging clit.

" Mmmmmmmmmm" Helen purred as I continued to stroke her pussy and squeeze her tit. I burried my face in the softness of her hair, kissing and nibbling her neck. Helen moved her pussy up and down to the rythem I set with my finger rubbing her clit. Within a few minuted I felt her stomach muscles tighten and she started to buck wildly against me as another huge orgasm went through her body. Helen sprayed my hand and her legs with her hot cum as she continued to have one, two , three more orgasm in rapid order. Then drenched in sweet and totally spend she collapsed back against me, leaning her head back we kissed long and deep.

Turning onto her back, Helen looked into my eyes and quietly said" Please fuck me Now I need you inside. It's been so long since I have been fucked".

Without a work I move on top of her between her incredible leg. Her pussy is so warm and wet that I can't wait to get my cock in there. Slowly I move in and enter her. I am not sure who moaned loader her or me, but we quickly set up a rythem. I can't believe how tight she is, even after giving birth to two kids. After a couple of moments we both cum, so taken in by the throws of our passions, loudly voicing our pleasure. We collapse together and this time fall asleep in each others arms, side by side.

Now I just need to get it to happen for real!!!
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