Note: This story was dynamically reformatted for online reading convenience. Who ever said working 3rd shift was boring? I used to think that until one night several years ago. I had never been in a position to have many encounters of the sexual nature with a black woman. The thought never truly entered my mind. Granted, there are some beautiful black women out there, but not many of them managed to strike my fancy. All that was to change one fateful night in Texas. It was hot outside, as it always is, in South Texas. I worked as a security guard at one of the local businesses. Not much to it really, just sitting around keeping an eye on the cameras. I worked a 12-hour shift, from 7pm to 7am, and after 9pm it was pretty dead around there. Don't get me wrong I took my job seriously. I made certain all the checks of the facility were completed when they were supposed to, and I watched the cameras whenever I put my book down. I digress; you don't care about all that. You're reading this to get to the meaty part. Anyhow, the company I worked for was in charge of several sites around the area. Providing security for local business and plants. They hired on a new girl to rotate between sites, someone to spell the rest of the employees. Not a bad job, since you got to rotate through other areas, but the hours sucked since you never knew when you were going to be working. I had seen the girl around the office. All I could remember of her though, was that she had the biggest tits I had ever seen before. I mean, they weren't just big and hanging off to the sides. They looked to be big, and firm too. Which I have often found a rarity, since often they are so big they don't have much shape to them. I also remembered her having a narrow waist and wide hips. Other than that I didn't know too awful much about her, other than she was black, and she was ruining my nightly routine by coming in so I could train her. She arrived around the time I did, so I could go over with her how changeover was conducted. I know I've already mentioned it, but it was hot that day. At 7pm it was still awfully toasty. We wore a button-up shirt with a t-shirt underneath when the building was open. Once the building closed, we could take the top shirt off and wear just the t-shirt. The t-shirt had a logo of the company on it, so it was authorized. The girls name escapes me right now, but I remember introducing myself to her. We went through the ropes of work. I showed her were to go, and how to get it done. It was the usual routine stuff. Nothing to get excited about, and by the time we were through the rest of the building had closed up for the night so we settled into the guard shack. It was a tight fit in there, but at least it was air-conditioned and had a bathroom. As we settled in for the long night we got to know one another. She was from Chicago; I was from the local area. She was relatively new to the area so I set out to tell her of all the great nightlife hotspots. As we talked, we got more comfortable with one another. As soon as 9pm hit, we took off our buttoned-up shirts. Her breasts were so large that they stretched the material, showing the full outline of what she had to offer. For the first time that night I felt the stirring of a familiar sensation. You guessed it, I was beginning to get turned on and could feel myself wanting to harden in my pants. By midnight, we were easily laughing with one another, and you'll find that in the midnight hour not many subjects are taboo. Especially when there are just two of you, and both are of the opposite sex. So I was not surprised when she asked me, "Have you ever dated any black women?" My answer of course, "No. To be honest, I never have really thought about dating an black women." Or something like that. "What about you?" I asked her, "Have you dated any white men?" "No. I've had a few come on to me, but they just weren't my type. You see the difference is a lot of white men that try to pick up black women tend to "try" to act black. Like they think it is a turn-on or something." "So, you don't think white men acting black is a turn-on." I said, "What about white men that don't act black?" So the conversation goes on, and on. After all we still had 7 hours left to kill. At about 3am she went out to complete another round of patrols. While she was gone, I sat back and fantasized what it would be like with a black woman. Which was a first for me, and I was picturing her face, her big breasts, and her milky chocolate skin. Not surprisingly I had worked myself into a fit, my cock had swollen hard in my pants, wishing for some release. I looked around the area to see if anyone (she) was coming, and slipped into the bathroom. Once in the bathroom, I pulled my pants down to my knees and dropped my drawers. I'm not the type to say I have never jacked myself off, and most men that do say that are lying. So I whipped it out and began stroking myself to my own fantasies. My eyes closed, my breathing heavy, stroking for all it was worth. Wanting to release my heavy load as quickly as possible. I heard the door to the gate shack open up, and could hear her entering the tiny building. The scrape of her chair on the other side of the door was unmistakable as she settled in to make herself comfortable. She was less than 2 feet away from me; the only thing separating us was a thin wood door. "Are you in there?" she asked, tapping on the door. "Yes," I managed to croak out, my cock ready to explode. "Don't hurt yourself," She said laughing, "I'd hate to have to come in and rescue you." If only she knew how much I needed to be rescued at that time. "I'll try to make it quick," I said, "I'm just about done." "You're breathing awfully hard in there," she said, "I am beginning to think you just might need rescuing after all." "No, I have everything firmly in hand." "I bet you do," she laughed. At the sound of her soft laughter I lost all control, and with a loud grunt I began to cum in a napkin I had at the ready. Large gobs of cum shot out from me drenching the napkin and saturating myhand. When I finally stopped ejaculating, I cleaned myself, dropped all evidence in the toilet, straightened up, zipped up, and walked out. "Feel any better?" she asked, smiling. "Oh yeah, I sure do." I replied. "Do you do that often at work?" "What's that?" I feigned innocence. "Jack-off, of course." She said smiling. "You don't think a girl knows the sounds of some guy beating on his meat. I mean, Lord, you were loud enough when you came." I felt my face flush red, that's what you get for jerking-off in an enclosed gate shack. By the way, fellas, you can tell when someone is jacking off by the sound of their voice and the rate of their breathing. Just in case you didn't know that little tidbit of information. Anyway, wow what a build up to the meaty part. I hope I didn't lose anyone along the way. I guess I could just cut to the chase and say I fucked her brains out, but that would be boring. Wouldn'tit? One thing led to another, I was flushed with embarrassment, and she was flushed with desire. You know, it was perfectly natural to find ourselves embraced in a kiss a short while later. With my hands running over her body, down her sides, grasping her t-shirt and pulling it up over her head. Then unclasping her bra and letting her huge breasts fall free. I'll be the first one to admit that they were absolutely gorgeous. They well full, round, and almost a firm as I imagined. It is amazing what bras can do to enhance a woman's physique. Anyhow, she had dark chocolate colored areolas and her nipples stood out like thick pencil erasers. Exquisite. I kissed my way down her neck, while I gently tweaked her nipples with my fingertips. Then I pulled her down to the carpet with me. You see, it doesn't bode well for those foolish enough to do it in front of all the windows. Even if they are tinted. Pulling her to the ground I began kissing down her neck, across her chest, letting my tongue snake out and take little licks as I went. I pulled her nipples into my mouth, letting my tongue flick over them and teeth graze them as I held each one between my lips. I could get lost in those beautiful breasts, licking, sucking and nibbling to my hearts desire. I almost did too, but she continued to press my head down lower. As I unbuckled her pants, I pulled them down and off as quickly as I could. Getting the legs tangled in her shoes as I went. Lust, sometimes overrides common sense, such as--- TAKE OFF THE SHOES FIRST! Anyway, after that mishap, I got her pants and panties down and off. I had seen some pictures of black women nude before, but as I stated earlier, this was the first one I had ever seen in person. She looked exquisite to these lust filled eyes. In retrospect she wasn't that good looking, but during the heat of the moment, man she was fine. Her pussy was covered in black curly hairs, and her pussy lips stuck out invitingly from between her legs. I snaked my head down between her legs for a closer look, only to have my head forcefully pulled into her body. She had grabbed my head with both hands and ground my face with her pussy. I am glad I like pussy; otherwise I would have been quite upset. Given no alternative, I snaked my tongue deep inside of her, tasting her sweet juices. Her wetness flowed out of her, across my face, and into my mouth. It tasted good, at least as good as it was supposed to taste. But I worked her over good with my tongue, and as soon as she released my head from the grip of death I attacked her clit. Her clit was long and straight, and I held it between my lips as I flicked my tongue back and forth as fast as possible while I nibbled and sucked her into a frenzy. Soon I could hear her scream out in an orgasm, her juices free flowing over my face. What a pistol she turned out to be. I swear, she grabbed me by the shirt while she was having an orgasm, pulled me up and flipped me onto my back. Whoa,if I had only known what would happen next. With an almost fierceness to her, she began ripping my shirt over my head. Which, by the way, caused my head to THUNK against the carpeted floor. Not a good feeling! Her hands ran over my body, and down to my pants. She forcefully undid my belt, button, and zipper. She yanked my pants and boxers down my legs, freeing my cock in one fell swoop. Notice, she didn't pull them all the way off. It was the whole shoe problem again... My cock was standing at half-mast, having just shot a massive load earlier in the bathroom. Needless to say, that didn't stop my little vixen. She pulled my soft cock into her mouth and began running the tip of her tongue over the head. She was definitely a pro at what she was doing. Her mouth, lips, tongue and teeth worked in perfect unison. Her head bobbed quickly up and down my steadily hardening shaft. When my cock had hardened in her mouth, she slid on top of me and straddled my waist. Grabbing the base of my cock with her right hand, she guided me into her opening then slid herself down my shaft. The heat was intense as I felt her pussy walls grasp my cock and suck it inside of her. I lay there as she began working my cock over with the muscles inside her pussy. It felt like my cock was stuck in a commercial vacuum cleaner, with her pussy trying to suck the life out of me. Not that I am complaining! The feeling was out of this world. I had never had that done to me before, or since for that matter. Anyhow, after a minute of muscle massaging with her pussy walls she began to ride me up and down. I have to admit I was fascinated watching my stiff white cock sliding in and out of her chocolate colored body. It was new to me, and so was her intensity. Needless to say, she rode me like a bull. Her pussy slamming up and down my shaft, as she impaled herself on my member. I could feel the backside of her pussy slamming against my cock head with each downward thrust. Now, it has been my experience that usually I have to help by thrusting my hips upward to match a woman's down stroke. Not with this chick, she managed to do just fine without my help. After a minute or two of her riding me, I felt her pussy go tight around my shaft as she began another orgasm. Her hands slammed down on my chest and arms over and over while her pussy spasmed around my cock. As her orgasm subsided, she felt my cock beginning to grow larger, swelling, and ready to explode. "Oh, no you don't!" she shouted, and pulled herself off me. With her right hand, she grasped the base of my shaft until the sensation to cum subsided. That's when I really knew I was in trouble. To make a long story short, she had me in just about every position you could think of over the next 2 hours. She finally let me cum once about halfway through, and the force of my cum shooting out nearly gagged her and she swallowed my whole load, the white fluid dripping down her chocolate skin. I came again at the end, this time while I was fucking her up the ass. But that's another story entirely. We finished the night up by cleaning the place to get rid of the smell of sex, which had permeated the small building. I was bruised up from all her slapping and pounding. I felt like a limp noodle that had been used over and over again. My cock ached from the amount of activity it had been through, and it was a little while before I could use it again. What happened to her, you ask? Well... her husband showed up at 7am prompt to pick her up. She smiled at me and waved, saying thanks for showing her the ropes. I haven't seen her since then. She quit her job about a week later, and if I ever see her again I think I might run...