Note: This story was dynamically reformatted for online reading convenience.
 
 After a steamy night of torrid sex with his best friend, a high school
senior reconciles with his true love, his best friend's mother, and the two
of them christen their love with torrid lovemaking.  A cute, well endowed
18 year old and a sexily mature 40-something - the sexheat is incendiary!

   Approx 8,500 words Story Coded M/F romantic

   Chapter Eight

   I woke, groggy, looked over at the alarm clock.  It was 3:17 am and my
first thought was for Elaine.  Had Mrs.  Lunsford come home?  Was she
asleep in bed?  Worse yet, was someone with her?  The faceless Andy
MacNamara whom I loathed sight unseen?  The odious thought made my hands
curl into fists of jealous rage, my nails digging into my palms.  Not that
I had any right to be jealous or possessive, laying naked as I was next to
a deeply sleeping Ethan, but I was, deeply jealous, deeply possessive.

   Finally, I couldn't stand the not knowing for one more moment.  I got
up, pulled on a pair of baggy cotton pajama bottoms and a Blue Bay Trident
jersey for a top and began slinking barefoot toward the bathroom.  There
was no light in her room.  That was either a very good sign or a very bad
sign.  I couldn't decide which.

   I turned the bathroom doorknob, easing the door open and reaching for
the other door ~~ the one that led to his room.  I had to know.  I didn't
care if someone else was there, I just had to know.  Okay, that was a big,
ginormous whopper of a lie, I cared, way too much, and I could feel exactly
how much in the way my heart pounded nauseatingly loud in my chest as I
turned the knob, feeling the way characters in horror movies must feel, not
wanting to know but needing to know.

   "I'm not in there," Elaine whispered, stepping out of the concealing
darkness and slinging an arm around my waist, drawing me away from the
door. I would have shouted in startled surprise, but her hand went over my
mouth.  "But that's not what you want to know, is it?"

   I gasped, whirling around in her arms.  She must have been sitting on
the edge of the tub in the pitch darkness, I concluded, my heart hammering
in my chest, and I immediately knew that I was in trouble.  Big trouble
that started with a capital E.  Her face, even in the murky glimmer that
was filtering in from the hallway held the unmistakable expression of a
woman determined to get what she wanted.  I knew that this was the face she
showed the corporate world, the one that had allowed her to achieve so
much, and feared I was way out of my league

   "What are you doing?" I hissed as she shut the door quietly and turned
on the cosmetic light over the sink.  The luminous incandescence it
produced was very dramatic, throwing everything into a chiaroscuro of deep
shadows and shimmering light with subtle gradations on everything else.  It
did not serve to put me at ease.  Needing to take control of the situation,
I squared my shoulders and put on what I hoped was an expression of casual
indifference.  My traitorous body, on the other hand, had a different idea.
Just being this close to my woman set the pulse pounding in my loins, and
the abrupt hardness of my rapidly inflating hardness and the intoxicating
way the swelling glans rubbed against the softness of my pajamas were
almost enough to make me beg her to let me fuck her, to hell with any
misgivings I had.

   "Waiting for you." She leaned close, so close that the spicy fragrance
of her exotic perfume, an intoxicating mix of hyacinth, juniper and orchid,
and the golden specks in her glittering emerald irises wreaked havoc on my
already faltering willpower.

   Staring wide-eyed at her, I leaned back against the marble countertop,
to back away from this aggressively predatory female creature.

   "You didn't go to the party with Andy MacNamara?" I wanted to spit the
bile from my throat from merely saying that name but I whispered, supremely
conscious of Ethan sleeping in the other room.

   "Andy?" She stared at me with a bewildered look.  "Of course we went to
the function.  I had to go.  I got back, what, an hour ago?" She abruptly
swallowed, choked up, and shook her head futilely.

   "So why are you here in the bathroom" I asked in my bewilderment.  I
could see some truth she was wresting with on her face, raw and even
painful.  Her eyes were pleading with me, trying to tell me something, but
I just couldn't understand.

   "You want to know why?" Her eyes flashed dangerously in the dimness,
moving over my face.  "Fine, I'll tell you why.  The reason I am sitting
here at three in the morning is I was waiting for you."

   "You're here in your bathroom in the darkness ... because of me?" I
didn't know why but I suddenly inexplicably felt unshed tears stinging my
eyes, making me blink fast.  "You're going to have to explain that to me,
Mrs.  Lunsford."

   She sighed, clearly tormented, closing her eyes and running a hand
through her dense hair.  "Oh Sebastian ... it is nothing.  Everything.  I
don't even know what it is anymore."

   I stared at her, my mouth agape.  Elaine was on the verge of pouring out
her soul to me and I no longer cared how I looked, did not care about
anything but the words coming from her mouth.

   She shook her head again, looking as if she were in agony and I could
see whatever it was that was torturing her, she was about to speak it.  "I
can't stop thinking about you, Sebastian.  Everywhere I go, everything I
do, there you are.  I can't get you out of my head."

   My throat constricted and my chest felt crushed at her heartrendingly
raw confession.  I wanted the words of a poet but I was struck dumb and
could only nod stupidly.  But that didn't diminish the fact that I knew
exactly how she felt, the soul sickness, the stomach-turning emotional
turmoil that I had been wracked with ever since I had left her.

   "Is there something more, Elaine?" I heard myself speaking, asking the
question whose answer I was so terrified of.  "If I'm simply too young for
you, tell me now."

   Elaine flinched as if she'd received a physical blow but she stood her
ground and did not look away.  "No." She resolutely shook her head, and I
saw some of the shadows behind her eyes dissipate.  "You're not too young,
Sebastian.  You never were.  That was simply my initial reasoning for not
taking you seriously."

   I studied her cautiously, not sure whether to take her words as
encouragement or not.  "But there's more to it.  I can tell.  So what is it
then?"

   Elaine sighed.  "I went to visit Karl." She flushed, but the brave woman
continued on "His grave.  It was the first time in a long time that I'd
gone down there." She hesitated, then resumed.  "It ... it's just so hard,
seeing his name engraved into the granite." Almost defensively, she added,
"He was my husband for over sixteen years, Sebastian."

   "I know." Wow, what eloquence!  What a rhetorical expression of empathy!
I wanted to decapitate myself.

   She shrugged, shoulders falling.  "You know, there is no set mourning
period for the death of a spouse.  People come to terms with loss in their
own way and time I guess ... I guess it just took me a long time to say
goodbye."

   Glorious hope rose up in me in the potential ramifications of that
admittance, but I could still sense hesitation in her.  Maybe there was
more than solely grief for her dead husband holding her back.  I did not
want my unruly impatience to ruin this incredibly fragile moment so I tried
desperately to shutter the sudden emotions flaring up inside and watched
her tensely, waiting.

   Elaine fidgeted, tugging on her lacquered nails.  I thought she might
toss her hair over her face in that girlish gesture that always tore me up
but she did not, purposefully maintain eye contact "It's not that simple,
Sebastian.  It's not just about letting go of someone I loved.  It's about
whether or not I'm willing to go through that again." She paused, licked
her lips, and resumed in a strong clear voice.  "But now I'm sure that I
have no choice because I love you, Sebastian."

   Slowly, like sunlight breaking over the ocean, a clear, bright joy
bloomed in my heart, in my soul.  They were the words I had literally
dreamed of hearing falling from her lips and there they were, reflected in
her shimmery eyes, in everything about her.

   Elaine raised her hand, silencing me with the simple gesture.  "I didn't
just say that for your benefit, or my benefit or even ours.  I do love you
but it took me a long time to get here.  Until this week I thought my
infatuation with you was just a heavy dose of sexual appreciation from a
woman who had gone without for far too long.  But I know now it goes far
further than that.  It delves into my heart and locked with every memory of
you and the realization that you are more of a man now than most of the men
who have lived half their lives."

   I was silent through all of this, so dazzled by what I was hearing that
I had to hold onto the countertop just to keep standing.  My heart was
hammering in my chest and my lungs were laboring so strenuously that I felt
I needed clean air, hell, any air.  Elaine wasn't a large person but at
that moment she seemed to take up so much space that, near as she was to
me, I just couldn't catch my breath.

   "I also never believed you could love me back, not as I need to be
loved. You have your life ahead of you and it seems to me you could have
chosen to be with anyone." "I don't want just anyone," I breathed, feeling
the strangest jumble of emotions, pure elation rising through me as well as
the tears still so close to falling.  "All l have ever wanted is the best
~~ the woman who stole my heart."

   "You need to know that I have no intention of giving it back, you know,"
she announced, that sexy confidence mixing with impudent sass sending a
jolt of pleasure through me "You're all mine now.  Besides you're too
frigging hot to be let loose on the singles market."

   Laughter, joyous and invigorating, bubbled up in my chest.  "`Too
frigging hot' she says," I playfully mimicked.  "Do you have any idea how
insanely jealous I was of this Andy guy?  I thought maybe you had a crush
or something."

   "Oh, I had a crush, alright," she teased, leaning in to press a tender
kiss just below my ear, her voice a sultry whisper.  "Only it just wasn't
on Andy MacNamara.  It was another guy, younger, way sexier."

   Placing my thumb on her chin and drawing her head back, I planned to
lift her face to my gaze but her glinting eyes were immediately on mine and
they never looked away.  "I missed you, Elaine.  I missed seeing the heat
in your eyes whenever I looked at you.  Do you have any idea what that did
to me?  What it still does to me?"

   She stared at me, and I could see the shimmer in her eye from her own
tears and her lower lip started quivering so much that I thought she might
cry.  But she did not.  "One last thing," she said, the shocking intensity
in her voice from one I had thought was so close to an emotional breakdown
that it brought me to a standstill.  "Sebastian, you are no boy.  You
haven't been one for a long time.  And the look on you face isn't a boy's
look for a girlfriend; it is a man's pure acceptance of his lover.  You
also know me.  Know my flaws, my setbacks, my body, my age, my successes.
You know me and still you want me just the way I am.  Not twenty years
younger.  Not twenty years more pert or innocent.  And I wanted you as you
are, as my intellectual and emotional equal."

   "For the longest time..." I swallowed, knowing this would probably be
the hardest thing I ever had to say, with the possible exception of the day
I asked her to marry me.  "I've had this crazy thinking about you.  It was
a feeling I had for you, so strong, so deep, that I couldn't give voice to
it but it guided everything I did.  And then, despite your very
understandable reluctance as an older widow, we became involved,
emotionally, sexually, personally ~~ and under your grief I found a warm,
vibrant, passionate woman who spends her life trying to help others, who
can still laugh and be playful ~~ and whom I have fallen deeply in love
with."

   She gaped at me, her mouth moving but no sound coming out, the stunned
look on her face nearly comical.  I couldn't help but laugh aloud and
pulled her into my arms.  Her eyes were downright mesmerizing and suddenly
I felt a touch of vertigo, as if I were falling upward, tumbling into the
sparkling depths of those dazzling eyes...

   "Oh God," Elaine sighed in a little girl voice as I lowered my head and
kissed her, warm and long and deep and firm.  Kissing her was like sinking
into something dark and warm and soft, the safest place I'd ever been.  Her
arms draped around my neck and pulled me against her, her mouth slanting
across mine, and I found myself insatiably hungry, sucking at her wriggly
tongue.  She moaned against my lips, pressing a curvy thigh between mine.

   Pulling back, I looked at her, clamping my hands tightly on her
forearms. "Tell me, Elaine," I whispered urgently.  "Tell me you love me."

   She panted, left breathless by the force of my kiss.  "I...I love you."

   I nodded.  "Good.  Don't forget it." When I slid my hand slid to the
curve of her cheek, affectionately rubbing my thumb in gentle circles on
the flesh I found there, she leaned into my touch, eyes awash with passion
and longing.  I leaned in then, hovering my mouth to her ear, breathing on
her neck and taking deep breaths of her intoxicating scent.  It was like I
could smell the perfumed arousal coming off her; at least I hoped that was
arousal.

   "I think, right now, this is all about what we both want," I breathed,
lowering my mouth to her delicate neck, lips nipping, licking, my vanity
pleased as a trail of gooseflesh broke out on her neck and trailed down her
shoulders.  Her head was naturally turned toward my mouth, which I rose
back up until it was hovering by her ear, above her shoulder.  I was so
close to those luscious lips, close enough to capture them and taste them.
Thinking only on instinct, my intuition told me for some maddening reason
it was important that she make the next move to kiss me.

   "This is also about what we can give to each other." I whispered as I
shifted closer, wrapping an arm around her sweeping hips and dragged her
towards my loins, brazenly pressing my chest into hers, allowing the
rigidity of my throbbing erection to spear into her lower torso.  I heard
her gasp in both startled shock and erotic pleasure, then she impertinently
wiggled her soft tummy against my burgeoning cock.

   That was what it took for Elaine to rise up on her toes, wrap her arms
around my neck and crush her sensuous curves into me in another impassioned
kiss.  It was only too easy lose myself in her seductive warmth, to revel
in her feminine touch, to savor the taste of her skin under my kissing
mouth.  When I brought my hand between our bodies, the back of my fingers
sliding in a fortuitously unbuttoned gap in her blouse to glide over her
cushy tummy, she grabbed my biceps and let out a small moan.  Elaine moved
her mouth to my jaw, biting and sucking along its edge.  "There's something
I forgot to mention about that sexy younger guy I mentioned earlier." She
spoke in a voice so low, so smoky, I almost didn't recognize it, shivering
over my flesh as though she had physically touched me.  "He makes me wet
with a single look."

   "Shit!" I felt my eyes widen in disbelief.  Did that mean she was wet
for me right now?  `Time to find out,' I decided.  Slipping my fingers
downwards into her succulence, it was the truth.  While I might have been
slightly surprised in the discovery, her wanton admission pleased me
because I adored the fact my demure professional lady to the outside world
was a saucy wench with me!

   As if to further prove my assessment, Elaine grabbed a fistful of tee
shirt and yanked it up my body to approvingly flatten her palm on my bared
torso.  Her nerve-chilled fingers skin heated my naked skin as she
appreciatively stroked the abdominal ridges, making my stomach flex beneath
her whispering touch.

   I slid my hands under her blouse and cursed under my breath when I
discovered she'd left her bra off, allowing me to cup the plush mounds of
her bare breasts.  Knowing how incendiary this situation was, I was trying
to hold back, not made any easier by her kissing of the taut cords of my
neck, her enticement straining my restraint until my breathing harshened
and I had to carefully control every motion.  She withdrew from my neck but
arched into my massaging palms, her nostrils flaring, her darkening eyes
quickening my desire.  "I thought I could tempt you with that.  But you're
more man than I gave you credit for."

   "I've already learned a lot from you, Elaine.  And, both in bed and in
life, I'm not an idealist, I'm a realist.  Realistically, I cannot imagine
my life without you in it.  And don't ever play me again as a mere boy." To
make my point crystal clear, I kissed her once more, possessing her mouth
and controlling her responses to me with the slightest pluck to her
nipples, aggressively thrusting my hips at hers, my tongue mastering hers.

   "I love looking at you," I said reverentially.  I cupped her pillowy
breasts, leaning back to look at them, her tight nipples now capping her
sumptuous breasts like tasty gumdrops peaking cloyingly sweet mounds of
vanilla ice cream.  She looked down, trying to see her breasts as I did. 
The pudding-soft orbs always looked good, but held in my hands they looked
pretty amazing.  My wide palms and long fingers, tanned against her
immaculately pale skin, were an artistic study of visual contrasts.  My
skin was tougher and darker where hers was satiny, pearlescent.  I thrummed
my fingers over her, utilizing my thumbs to roll her pudgy nipples, trying
to match the loving tenderness I felt for her in my subtly erotic caresses.


   "I'm not going to break, Sebastian."

   "Just admiring."

   "Can you admire a little rougher?" She caught my hands to her bobbling
breasts and pressed firmly, rubbing her perky nipples on my palms as she
did so.  "After I look at every delicious inch of you."

   Apparently dissatisfied with my answer, Elaine audaciously cupped her
hand to my straining groin.  When she began firmly massaging my swollen
organ, the resultant surge of pleasure made me grunt my pure male
satisfaction.  With a dexterity borne of her shameless desire, she
impatiently hooked her fingers in my waistband and tugged downwards.  That
proved an easy task, my tumescent erection encouraging the downward slide
until my fully engorged cock sprang eagerly forward into her deviously
stroking hand.  "That threat goes two ways, sexy stud.  Looks like I'm not
the only one who shorted the dressing process."

   After stepping out of my bottoms wreathed around my bare feet, I made
quick work of her skirt as well, snagging her panties with my thumbs when I
pushed them to the floor.  My enfolding arms tight around her, I pulled our
nude bodies flush to one another and felt her shiver at the intimate
contact.  Then I brought my mouth down on hers and we were kissing again,
hard, consuming.  While my tongue warred with hers, fighting for supremacy,
she abraded her voluptuously delectable body with mine, making me crave
more of the sensual friction.  I reached around her wiggling waist to cup
her supple ass and lift her crescent-curved hips into firmer contact with
my twitchy erection.  A familiar tremor of lust pulsed deep in my loins and
I squirmed, my restless cock throbbing as it remembered the sinful touch of
her sexy mouth, her slithery tongue, her petite, agile fingers...

   "You're driving me crazy," I muttered, "No regrets?"

   "No regrets," she quickly responded, her pouty lips reaching greedily
for mine, desirous of another soulful kiss.

   I drew back ever so slightly.  "Not just about the lovemaking, Elaine.
About the whole thing.  Our families.  Our future.  I want a future with
you."

   She was sure, and I could see her love for me shining through her as she
stared up at him intently, vivacious eyes dark and full of longing.

   "No regrets, Sebastian.  Just us.  Only ever us."

   "I want you so much, Elaine," I breathed, running my hands trail up her
creamy thighs until I noted the distinct crisp feel of her densely tangled
pubic bush before reaching the succulence of her warm, wet pussy.

   "I want you too, and I want you to fuck me," she said ferociously before
grabbing hold of my face and rapaciously kissing me.  Her predacious tongue
pushed past my lips as I moved my hand to cup her mons, her very very wet
mons.  She moaned "please" in my mouth, her serpentine tongue snaking with
mine, entwining, sucking, tasting me deeply.

   I drew back, overwhelmed by the ferocity of her lust and the two of us
stood in front of one another, stark naked.  Though we had barely even
begun foreplay, we were both winded like spent sprinters.  Her flashing
eyes seemed mesmerized by my lust-fattened cock bobbing and twitching in
front of her like a cobra about to strike.  I was devouring my love's
luscious nudity with similar fascination while the blood soared hotly
through my veins.  God, she was gorgeous.  No matter what Elaine had done,
how I felt she had previously underestimated me and undervalued my devotion
to her, I knew that I would forever be hopelessly in love with her.  That
she was the only woman I wanted for my own.  My mouth watered at the
delectable mounds of pillowy softness jutting forward in naked splendor,
their chubby nipples rigid.  My lustful gaze swept down over the pale rise
of her curvilinear abdomen to the dark velvety mound nestled between her
thighs.  She subtly shifted her balance and I saw a tempting bit of the
rich wetness peek out from within and my swollen rod grew even more
tumescent, throbbing with an emphatic urgency.

   She must have felt that exigency as well because she sashayed up to me,
skimming her fingertips up my chest before curling her hands over my
shoulders and giving me a smart push.  She walked me backwards, out of the
bathroom and into her bedroom until the backs of my knees hit the bed.  An
impish smile brightening her eyes, she gave me a rough shove, the
unexpected force making me collapse.  I was bewildered by her enigmatic
tactics and though I trusted her, there were still lingering currents of
self-preservation caution within me.  I meant to respect whatever decisions
she came to, on this bout of lovemaking, on everything else, and for some
reason that seemed to seal her resolve.

   I was lying prone on my back, glaringly bloated erection flopping
ungainly about, when Elaine climbed over me.  She pressed gentle kisses to
my chest and shoulders, my neck, sucking at my throat, biting there.  "I
don't know if I can make you understand this feeling I have for you," she
breathed, the chaotic emotions she was weathering making her usually
mellifluous voice torn and ragged.  "I have no words to describe it; I'm
going to have to rely on my body to show you."

   Gazing imploringly at me, she lifted my hands, kissing my palms before
guiding them down to probe between her open legs.  By now, she wasn't wet,
she was sopping so my fingers easily slipped inside her sultry juiciness as
we kissed again, her hungry mouth taking me, her tongue pressing deep.  She
rocked against my massaging hand, gasping for breath, spreading her knees
wide and then driving them into the mattress.  She growled like a she wolf
into my mouth, panting in our steamy kiss when my thumb found her clit,
pulsing as if it were being inundated with liquid fire.  I stroked at her
most tender, most intimate places until she was straining against me,
wanting more, more.  Her own hands fell to her surging breasts, playing
wonderfully wicked games with her nipples while I vellicated the
desire-drenched pinkness between her plump labial lips.

   "Your cock." Elaine hissed between kisses, grabbing onto the poling
length of me and squeezing hard.  When she cruelly twisted her hand,
rubbing her thumb over the wet tip, the bitingly pleasurable sensation made
me grunt and grit my teeth.  "I need it!"

   Already lying prone on my back, I caught her mouth in another passionate
kiss even as I reached for her hand, tugging her to me.  She resisted
slightly at first, initially unsure of my intentions, then she sussed it
out and eagerly split her legs wide in order to mount me, knees straddling
my thighs.  Her sweet pussy rested on my belly while she braced her arms on
my shoulders and swayed, rubbing her cushiony bottom against my concrete
hardness.  She longstroked her juicy slit along my veined shaft from balls
to tip, slicking me with her unctuous moisture, letting me feel what my
love and her desire did to me.

   "Do you want me?" Our faces were mere inches apart, allowing me to
murmured in her ear while I teasingly flexing my spearing rod.  "Do you
want to fuck me, Mrs.  Lunsford?"

   "Brat!" She chuckled at my needling use of her married name, making me
grin at her lack of inhibition, enjoying her breathless arousal, drowning
in the resumption of our kisses.  Elaine said something else but I could
only nod, not able to hear her words through the roar of my pulse and the
pound of my heartbeat.

   I couldn't help but gasp my disappointment when she abruptly drew off,
grabbing my shoulder with one hand to push herself upwards, the blush that
had been crimsoning her cheeks now spread throughout her upper torso.  "I
said the question is now do you wanna be fucked, little boy?" she panted,
eyes blazing wickedly as she reached down with her free hand and hefted my
cock upwards until the beefy column was aimed toward her hovering ass.

   "Yes!" I nodded, tilting my pelvis, meeting her eyes before watching her
precariously balance over me, one hand gripping the base of my protuberant
erection while the other ran over the swell of her thigh, reaching between
her splayed legs and spreading her beestung vulva.  Its sweet liquid-filled
warmth sirenically beckoned me, and my determined hips strained in vain to
reach her.

   "Tell me." Taking pity on me and herself, she centered her gaping pussy
over the blunted glans of my towering cock then fitted the mushroomy knob
to her fiery opening, lodging the bulbous head between the hot lips of her
hungry cunny.  I noticed her beautiful face was flaming with her decadent
needs but when she began lewdly rubbing the globose dome in the gooey
wetness of her silken slit, allowing me to savor the feel of her sumptuous
softness, I couldn't help but squirm and moan.  "Shhhh, Sebastian... we
don't want to wake Ethan."

   Watching my beloved using my throbbing penis as she would one of her
trusty dildos, using its velvet-draped steeliness to tease her distended
clit, her needy hole, I almost fainted, feeling the radiant heat and sweet
pressure of having my cock there, right there.  "Yes, I want you to fuck
me," I whispered, my voice husky and tight.  "Yes, I want to be inside you.
Yes, please fuck me good and hard.  Yes, I love you.  Yes, yes, yes."

   Elaine's intense gaze bored right into the heart of me.  "Keep your eyes
open so that you can watch me and I can watch you."

   I complied willingly, watching her lipstick-smeared lips form a circle
as she released my meaty rod and used her free hand on the mattress beside
my shoulder to brace herself as she eased her loins downwards and slowly
took me.  Her sweet channel squeezed me luxuriously, the breathtaking
intimacy making my breathing harshen, and when I gave an involuntary
thrust, she gasped her lascivious delight then sexily bit her lower lip,
her brows drawing together as she worked the chubby glans ever deeper.  The
decadent pressure of her gloriously heated tightness made me growl,
gripping her descending hips, lewdly grinding against her.  Her eyes glazed
over, whimpering with the size of my invading endowment, and when she
reached bottom, the crest of my cock lodged tight and hard at her womb, a
strangled moan caught in her throat.

   After a few moments, her heart pounding to mine, Elaine grabbed my hands
and put them on her waist, trying to induce me to pump her from below, but
I resisted that temptation, having thoughts of my own.  "Ride me, Elaine,"
I told her.

   "But ~~"

   "No buts.  Ride me like a sexy cowgirl."

   Tentatively posting her hands on my shoulders, she lifted her hips, the
delicious sensation of her voracious vaginal walls like a glide of silk
along my engulfed cock.  She stopped an inch from total retreat, then
gradually lowered herself, slow and easy, looking to get a feel for it.  A
feel for it?  The feel of it was slowly killing me, feeling myself thicken
even further as I felt her natural desire surge.  Her initial cautious
movements, reminding me of a virginal schoolgirl, only drew my need higher.

   Gaining confidence, Elaine rose by slow degrees until she was sitting
upward in the saddle of my loins, her breath heaving from her throat.  It
was incredibly erotic, watching her adjust to the forced reduction of the
usual feverish pace of our previous lovemaking she so clearly loved.  It
gave us both time to fully appreciate the thrilling sensuality we were
immersed in, and I closed my eyes to focus on relishing the deliquescent
crush of her pampered pussy upon the slow pinch of my thick cock stretching
her, filling her.  I was sliding easily through the free-flowing natural
lubrication of her joyfully squeezing cunny, throbbing against untouched
flesh.  It was almost too much, too many dazzling pleasures rioting through
my body, the slow steady impalements making me toss my head and moan
brokenly, wanting to scream out my physical joy.

   "Oh, Sebastian," her mewling cry sounding awestruck.

   I looked up and saw she had opened her eyes and was staring down at me.
Her beautiful face was flushed, her eyes glittering with deep-seated
emotion.  So much emotion.  So intense, so filled with ~~ adoration? 
Gratitude?  ~~ that it made my heart clench.  Did I really do this for this
stunning creature?  Make her as wild for the compounding explosion as I
became?

   "You like this?" I was surprised by just how much she liked being on
top. More than surprised, actually.  But I supposed I shouldn't have been.

   "No, baby.  I don't like this," she responded, rising up on me again
with maddening deliberation, her eyes dancing as I grimaced with the
assaultive pleasure she wreaked upon me with her infinite slowness, her
greedy sexflesh embracing me in its drenched silk clinch, thirstily
suckling my straining cock.  "I fucking love the hell out of it." Despite
her exasperating torpidity, her voice was strained, gasping, her cheeks
blushing, and she wore a delirious smile that made my spirits soar.  "You
are killing my poor little pussy, but I promise you, she is a willing
sacrifice."

   She carefully lowered herself again, the keening wail of excruciatingly
euphoric sensation that I was bestowed flowing to her by osmosis, her sharp
nails suddenly digging into my chest muscles.  It took all my
self-discipline not to put my hands on her hips to accelerate her languid
riding but my thighs bunched automatically, trying to put a bit more bounce
in her decidedly lethargic motions.

   "Elaine, baby," I gasped in my mounting desperation.  "Find that fucking
rhythm soon, sweetheart, before you kill us both."

   She coquettishly lowered her lids, and now I could see this was all an
act, that she was fighting a need to ride me hard now.  Her lips lifted.

   "You don't like this?" she teasingly asked me, her voice coy, playful as
she watched me.

   "Hell no," I truthfully growled.  "Oh shit, Elaine." She introduced a
subtle rolling in her hips above me, moving languorously as she twisted on
the thick intrusion of my cock.  The provocative motion, delectably
feminine, made my stomach clench, my loins vibrate with rippling shudders.

   "You sure you don't like it?" the little minx panted, rising up again.

   Two could play her little game.  "It does feel good, baby," I willingly
confessed.  "But what I really want to see is you using my cock for your
own pleasure with no regard or even thought of mine.  I want to watch you
fuck yourself with it."

   "That's so perverted, Sebastian," Elaine whimpered, her voice faux
shocked.  I knew this because this was a sexually free woman who
masturbated to bisexual men doubleteaming wild and willing women and,
besides, I could feel her womb contracting almost painfully at my erotic
words.

   "We're going to find so much pleasure, Elaine, you and I" I promised
her. "I will watch you, tell you how, let you find the ways of pleasing
yourself and me."

   Her swaying head tossed, her curvy hips jerked as she struggled with her
determination not to ride me harder.  I stayed as still as I could, only my
thighs straining, keeping the junction of our bodies as the only thing that
locked us together.  But after a few minutes I conceded defeat and buried
my thumb between us, brushing butterfly strokes over her swollen clitoris.

   Elaine's resistance crumbled and she stopped bouncing only to start
forcefully shimmying her hips in an rhythmically flowing undulation,
curvaceous hips, satiny thighs and tender tummy all working in unison. 
Little cries began erupting from her as she bucked against me, her short
oscillating movements like a fist dragging her ever closer to release.  I
lay back and watched in awe this breathtakingly erotic example of
unfettered female sexuality.  Her eyes glittering down on me with lust and
longing, her hands reached up to cup her bobbling breasts, tweaking her
distended nipples, punctuating every onanistic pinch with the slide of her
body over mine.

   "That's it, love," I gasped, thrilled by the exclusive privilege of
watching her demonstrative expressions.  Her sheening face was scarlet and
her emotions flashed continuously from gritty determination to agonized
intensity to abandoned joy, mercurially going from the brink of tears to
gales of laughter.  Wanting only to escalate her rapture, I began stroking
my fingers over the sensitized flesh of her stretched pussy.  She moaned
softly so I began rubbing my thumb roughly over her splitted outer labia,
making her breath hitch and wheeze.  When I took hold of her skewered inner
lips and pinched hard, she cried out loud, her hips bucking anarchically
and her cunny flooding with renewed girlcum.

   "You like that too, eh?  Not just an occasional slap on the ass, but
rough sex?"

   Her scarlet darkened to maroon, and her voice quieted to a thready
whisper.  "I might be willing to do just about anything for you."

   "Don't worry, Elaine.  I would never hurt you." I dropped a kiss of my
thumb on her clit, flicking over the erect nub while I brought my free hand
around to her rump.  I explored up along her rear cleavage with my pinky
while I was coating my index finger and thumb in her flowing natural
juices. Feeling her exposed anus gaping open, I circled the rosette with my
lubricated pointer then, without warning, thrust inside her.  She stiffened
for only a moment then resumed her salacious undulating, unable to do
anything more than feel and tug on her nipples while I explored her body's
most intimate secrets.

   I eased my finger along her tight channel into the grotto of her rectum.
With short strokes I rubbed my embedded digit and my engulfed cock
together, heating the tissue-thin membrane between her pussy and anus. 
Utilizing my free hand in front of her, I massaged her lower lips, loving
the way they trembled and puckered to soulfully kiss my manhood.  Elaine
nearly shot off the bed from the combined disparate sensations.  Tossing
her head, she blindly grabbed at my shoulders and arched her surging hips.
Her superior mounted stance gave her the leverage she needed to do just
about anything she wanted and she used the surprisingly strong muscles in
her thighs to dramatically thrust against not only my jutting penis but
also my probing fingers.  She wanted everything I could give ... and more!

   "Oh yeah, oh God, oh God," she exclaimed as she fell slightly forward,
posting her hands at my shoulders, her lush breasts swinging like a
pendulum as her new position allowed her to vigorously shove her hips back
and forth against mine.  It also allowed me to lean upward and capture one
beaded crest between my smacking lips.  The pliant flesh pushed against my
craving tongue and I buccally tormented the plump peak until Elaine cried
out.  She lifted one arm to curve behind my head to hold me to her bobbling
chest.

   My hand still at the coupling of our bodies, I rubbed my free fingers
over her fleshy folds in deep massaging strokes, striking her wet pearl
with deft, firm circles.  My beloved almost immediately shattered.  "Too
soon," she protested.

   "No." I breathed my denial, letting my lips off of her toothsome nipple.
"I love watching you come.  Partly because your pretty breasts turn a cute
shade of girly pink but mostly because I know I'm the reason you hold your
breath when you lose control." I rolled her pulsing clit again, pinching
the nexus of her sexuality gently.

   I felt privileged to witness Elaine spiraling dizzyingly higher,
pounding me madly in her own insatiability.  Like an alpine avalanche in
slow motion, her climax smashed through her, crashing ecstasies impacting
into one another in a thunderous collision, jolts of fractured bliss
skittering away, adding to the euphoric destruction.  Ripped asunder by the
concussive bliss, I could feel her womb clenching reflexively as her
battered pussy, now deluged with flows of girlcum, spasmed around my rigid
cock, squeezing it as tightly as a punching fist.  I groaned around her
pinkened breast, wondering if she was even aware of the sound vibrating
against her nipple, thinking it was unlikely with all the rapturous mayhem.

   Finally, as the delicious violence of her rampageous orgasm subsided,
she collapsed and rolled to the side of the bed, arms and legs splayed
akimbo, a sheen glistening on her naked limbs.  For a few moments she was
sucking in great gulps of air, chuffing like the exhaust of a steam engine,
then she glanced over at me, eyes widening when she saw my unfaltering
erection.

   "You didn't come." She saucily grinned at me and I couldn't miss the
vixenish twinkle in her eyes.

   I rolled swiftly over to where she lay.  "Baby, I'm not done with you.
Not by a long shot."

   I expected her to protest, considering just how depleting that
tempestuous climax must have been but to my amazement, she immediately
pivoted and spread her legs wide, so wide that I knew the muscles in her
thighs must have ached.  "Take me," she moaned softly.  "Take me and love
me, Sebastian."

   The quivering tone of her voice, the I-should-be-ashamed-but-I'm-not
look she wore told me that this, being so blowsily spread, at my complete
mercy, was a real turn-on for Elaine.  I was tempted to explore this
revealed side of her but had my own pressing needs to attend to.

   Enervated by her recent release, my beloved was still limp when I pushed
in, purposely bucking my hips upward as I did in order to jangle the
neglected nerves high on the inner wall of her vagina.  The tactic worked
because she immediately wrapped her legs around my hips, pulling me in
until my pendulous balls were slapping wetly against her lovely ass.

   As delectable as another round of missionary-style lovemaking was, I
hadn't yet had the pleasure of reaching my climax with my lady on top. 
With a single fluid motion, I fell to the center of the bed and used the
momentum energy to raise her up and over, hearing the boxspring creak in
protest and Elaine squeal with surprise as she found herself on top once
more.  I grabbed the crescent arc of her sinuous hips and, without
hesitation, pulled her down onto my jutting cock, sliding my daunting
phallic inches high into her innermost reaches on the first stroke.  I
loved the way I fit inside her, her diminutive pussy tight enough to only
reluctantly spread wide as I insinuated the bulbous tip deeper inside her.
I felt the burn in my abdominals as I jammed my hips upward, spearing her
on the full length of my throbbing erection.  She took it all, and asked
for more!  God I loved this woman so madly!

   When I started moving inside of her, using my grasp on her waist to
propel my hips upwards, she cried out in both painful protest and joyous
pleasure.  I understood her dichotomy, my own physical senses reeling at
her incredible tightness.  I had always known that my lover's cunny was
luxuriously snug, but until this very moment I had never felt each
thrilling inch of my manhood being crushed in a velvety vise with such
spine-tingling intensity.  Her juicy tunnel throttled my burly shaft as
never before, and whenever the blunted tip bumped into her vulnerable
cervix, it chokeholded my driving penis with mind-shattering force, making
my senses reel.

   My hands positioned upon her tapered waist, I guided Elaine up and down
on my lust-swollen organ, sluicing into her sweet heat with unrivaled speed
and single-minded determination.  It was so magnificent, it was almost
unreal.  I felt her pussy come to life again, throbbing, leaking, spiraling
toward still another peak.  I'd always dreamed of making hot and sweaty
love like this with the woman I loved from afar but I never truly expected
the wicked reality of her near-insatiable sexual drive to outmatch my
dirtiest fantasy.  To think that all this time, her sexual appetite was
every bit as lusty as mine, if not more so!  She wasn't oversexed or
irredeemably perverted as I had feared when I first saw her significant
porn collection; just a healthy, redblooded woman whose sexual needs hadn't
been serviced.  But I was servicing her now as never before.  Her heavy
breathing, the blushing of her madly wobbling breasts and glassy eyes as
she rode my forceful pelvic thrusts assured me that she was enjoying
herself every bit as much as I was.

   "You feel so good!" I gutturally groaned, shifting my tightening grasp
from the curvature of her hips to the plush moons of her ass, the
modification allowing me to drive in harder.  I could already feel a
rambunctious climax building, the boisterous sensation ascending whenever I
forcefully thrust against her womb, Elaine digging her nails into my back
and urging me on.  I retaliated by leaning upwards towards her beautiful
breasts, bobbling above me like ripened fruit.  When I began hoggishly
suckling upon them, tugging at her flavorsome mound, her head snapped back
and she moaned.  The mewling sound deepening as I lashed my tongue lashed
over the hardened nipples, teasing first one fleshy bud and then the other
with the same swirling strokes that I had discovered she craved for me to
thumb her tender clit with.

   "Yes!" Elaine gasped, arching against me.  "Oh, Sebastian, Oh God, I
love this!" She had been watching me through half-lidded eyes, her smoky
gaze moving over my sweat-dripping body as she ground down onto me.  Now,
though, she fell fully onto my chest once more, her pudgy nipples rasping
my chest with each hop of her breasts on every thrust.  I knew the slow,
steady pressure of my body against hers would sufficiently tease her
clitoris, undoubtedly swollen and aching to be stimulated, but, wanting to
bring her to a frenzy with my own touch, I reached under her tummy and
between our intertwined legs.  I found my self-sufficient lover already was
circling her clitoris.  Nudging her away to rub the wet pulse of her clit
hard and fast, I felt her hand slipping stealthily downwards, feeling the
steamy place where I was spiking into her deliquescent flesh.  Moments
later my heavy balls were slapping into her fondling hand, and the only
sound, besides intermittent throaty moans and breathy sighs, was the
distinctively slurping sound of our desire-heated bodies coming together
again and again.

   A slow ripple of heat was rising slowly but steadily through my laboring
body, flushing my face, making my spearing cock pound with a heady mix of
excruciating pleasure and exquisite pain.  Seeing dazzling bright stars, I
moaned against the soft fullness of her bosomy breasts and, after leaving
off thrilling her clitoris, rose my hand to squeeze the voluptuous globes
of her writhing ass as I began ruthlessly guiding her up and down my
punching shaft in a demandingly rapid rhythm.  I worked her back and forth,
corkscrewing my beefy rod inside her without ever withdrawing, loving the
fact that she wasn't passively accepting me.  Her knowing fingers searched
out her abandoned clit, rubbing hard and fast, keeping up with my furious
rhythm while riding my pistoning masculinity with a lascivious dedication.
She was assaultively pushing herself downward, clearly wanting every inch
of me inside, her deepened breathing growing ever hoarser.  We clung to
each other in our sexual craze, feeling the immolating pleasure-pain of our
conflagrant orgasms escalate and swell and shimmer inside us, holding on to
that delirious sensation just as long as we possibly could.

   By now bolts of jagged ecstasy were shooting straight through my molten
core and the overtaxed muscles in my crunching abdomen and jouncing thighs
were spasming, making me growl low and hungry and toss my head in a sweet
agony of need and fiery sensations.  I was so precariously close that my
penis throbbed like a diseased nerve and my twinging balls drew upwards,
twitching with the corrosive urge to explode within her.  Despite my
physical exhaustion, my sex-tormented body shoved over and over into hers,
wielding my rampaging cock like a battering ram, tearing through her
throbbing pussy with a mind numbing intensity of frenetic pleasure.  I was
only vaguely aware of the headboard clacked against the wall in violent
bangs and I completely ignored the near-inarticulate begging for more and
hoarse cries of glottal lust.  Surely they weren't from me!

   "Sebastian, please come for me.  I need you so much," Her voice was
tortured, emotion spilling through it and I could see her impending crisis
on her face, the grimace, holding back, waiting.  "This feels so good. 
Want to feel you come hard."

   My lover's impassioned request brought me to the epitome of carnal
sensation, every cell in my body aflame, but Elaine was the first to
succumb.  I felt the exact moment her self-control fractured then
splintered, announced by an ululating banshee scream as she rode my
sledging shaft like a mad woman.  Her beautiful face went blurry with
paradisiacal lust, her pouty lips parting around her high-pitched cries of
joy, her jaw tight with the delectable agony pouring through her.  Her
honeyed girlcum flooded around me in frothy gushes, duplicating the
effluxes of aqueous ecstasy surging through her arteries, while the
mollescent walls of her exultant pussy closed on him so tightly I could
barely move.  I loved watching her come, her unfettered jubilation.  The
only problem was it, along with the exuberantly tight clasp of her
rhapsodic cunny, made my own orgasm inescapable.

   "Oh God, Elaine!" I roared as I caromed over the edge of restraint, my
balls tightening, sending wave after wave of my thick, hot juices into the
bloated shaft.  On a final hammering grind I came, spurting hard in
consecutive pumps, jetting into her convulsing body.  Vivid black streaks
shot through my contracting vision as my resplendent climax stole my sight
in a blinding flashfire that tornadoed its way over my tremoring flesh in a
deflagrating inferno, incinerating my nerve endings as it passed.  I bayed
aloud and everything went hazy, aware only of ejaculatory eruptions
exploding from my body in long spurts deep within her quivering passage
with savage force, hot showers of creamy semen splattering against her
vaginal walls, drenching her womb with my seed.  My wildfire orgasm
reignited my beloved's plateaued rapture and our mutual moanings
intermingled once more in a discordant duet as our naked sweating bodies
paroxysmed in frenetic unison, enchantingly sweet aftershocks rippling into
one another, making our enmeshed sexes tremble, shudder.  Small explosions
of pulsating orgasmic delight continuously rocked through both of us and it
was this intimacy that made it was the most sensual, erotic experience of
our lives.

   Minutes, hours, days later, I shifted my body and allowed her to
collapse beside me once again.  Still unable to see, I felt her mouth pull
into another smile when I touched my lips to hers, her decelerating
breathing fanning my face.  "I love you, Elaine.  Don't ever forget it."

   "Impossible to forget," she murmured.

   "I plan to fuck you every conceivable way until the day I die." I
whispered, meaning it with all my heart the moment I said it, but the truth
of our situation came creeping in almost immediately.  My one true love was
a woman twenty years older than me and the mother of my best friend.  The
obstacles before us loomed, daunting, and I suddenly felt the crushing
pressure of the knowledge how difficult our futures would be if we wanted
our love to survive.

   "What are we going to do, Sebastian?" Elaine whispered into my chest,
squeezing me so tight in her desperation that I could barely breathe. 
"What are we going to do?"

   "I don't know," I whispered back.

   I really didn't.



   Hope you enjoyed this installment, definitely the most romantic so far.
We had discussions that this chapter was short and pretty vanilla when it
comes to the erotica but agreed that this should segment should focus on
Sebastian and Elaine's love for one another.  Besides, our hero just had a
marathon roll in the bed with Ethan so to expect him to be a dynamo here
was implausible.  Not that that hasn't stopped us before...

   Eight chapters down - six to go.  All plotted out and outlined - some
real sexy stuff coming up - bear with us

   Suggestions - comments - criticisms - whatever
shadesofextasy@hotmail.com