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Subject: RP: Aerobics is Good for Your Sex Life   mf, rom
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(Note: I am not the author, only the archivist.

The following story contains scenes of explicit sex.  If you're not old
enough to be here, you're not old enough to read it.  Scram.)

==========================================================================

               AEROBICS IS GOOD FOR YOUR SEX LIFE    
                            by
                          Wyvern

                          PART ONE
          
          The time, six months ago.  The scene, the local YMCA.


 
          There I was, a 6 foot, 265 pound blob of 40 year old insecurity and 
bruised ego, struggling to keep up with the rest of the aerobics class.  
Sweat stung my eyes and pain radiated from my bad knee -- neither 
sensation was particularly noticeable compared to the pounding of my 
heart and the gasping sounds of my labored breathing.  Pride was the 
only thing which kept me on my feet and moving.
          I could tell that the instructor was watching me, waiting for me to 
collapse -- or perhaps trying to figure out what I was doing in her class.  
It wasn't an advanced aerobics class, but it was more than what a 
beginner like me should have been in.  I signed up knowing only that I 
needed some structured exercise -- no one told me what I was getting 
into, or, more probably, I wasn't paying attention.  Now, I was too proud 
to admit that I was in a little over my head.  Yes, the instructor, a rather 
nicely put together brunette who appeared to be about 19 or 20, was 
definitely looking at me.
          Locking down my newly discovered determination (developed 
after months of intense therapy -- more on that later if it becomes 
relevant), I compromised slightly by not doing quite as much as my 
classmates and eventually made it through the session without a 
myocardial infarction.
          After we finished, the instructor, Lisa, walked right up to me as I 
was headed for the showers.
          "You're John, aren't you?" she asked.
          "That's me all right."  What a clever response, I thought. "I 
suppose you're wondering what a blimp like me is doing in your class, 
eh?"
          "No, not at all.  I know perfectly well what you're doing in my 
class.  And I want to talk to you about that.  Are you busy right now?"
          "No, as a matter of fact.  After my shower I was just planning to 
go home and collapse," I said, laughing.
          She laughed too.  "Well, if you could put off collapsing for a
little bit, I was going to suggest a cup of coffee at Perkins (tm)."
          "Do you have coffee with all of your overweight and out of shape 
students?"
          "No, not usually, but something tells me I should have a cup with 
you."
          I nearly said no.  Since I am telling this story, I can stop right
here and explain that.  For those waiting for the juicy sex scene, wait a
little while and I will try to make it worth it for you to keep reading.
          If you'll recall, I said at the top that I was 40.  An 18 year
marriage collapsed under me a year earlier.  My fault -- I never dealt with
my father's alcoholism and its effects on me.  Denial was a way of life.  I 
became more and more unrelatable to my wife and my two kids.  
Alcohol is only one escape from life.  There are many others.  Food was 
one of mine.  My divorce was a real wake up call.  I nearly lost my job 
and everything else in my life without dealing with my problems, but 
when I lost my family, well, that was something that really got to me.
           I got into therapy and began to deal with all the things going on 
inside my head.  But I still wasn't into relationships.  Too many wounds, 
many self inflicted, had left my heart encased in some pretty tough scar 
tissue.  That's why I hesitated a little before saying yes to Lisa's 
invitation.
          "Sure.  Sounds great.  I'll meet you in the lobby in 15 minutes."
          Cut to a Perkins.  Any Perkins.  They all look pretty much the 
same.  A freshly showered couple sits in a booth at the back of the 
restaurant.  Small talk ensues.
          "You said you knew why I took your class," I said, by way of 
transition to the real reason we were here.  "What did you mean by 
that?"
          "You're trying to prove something to yourself.  Recover your lost 
manhood.  Go back to the time when you were young and in shape.  You 
felt better then.  You want to recapture that."
          "I've lost my manhood, eh?  What makes you think so?"
          "I know who you are.  My sister took a college course from you 
once, which may explain why you said I look familiar to you, though 
you couldn't place me.  I know a little bit about what's been going on in 
your life.  Your divorce, for instance."
          "I'd be careful with that if I were you.  It's still a touchy
subject for me."  I gave her a moment to digest that.  "So I want to recapture
my youth.  I didn't think 40 was all that old, compared let's say, to 80. 
Let's assume for the moment that you are right.  So what."
          "It's the wrong reason for you to be in the class.  You don't
belong in this group anyway - - I checked at the desk and they put you in
this class by mistake - - you should be doing lower impact aerobics until
you work yourself back into some sort of shape."
          "So, what would you consider a good reason for me to take your 
class?"
          "Because you want to sleep with the instructor."
          She said it with a straight face.  I'm sure my chin dropped all the 
way to my chest before I recovered my composure.  I started to laugh, 
thinking that she was joking, and was cut off in mid guffaw by the 
serious look on her face.
          "You're kidding, right?"
          "No, I'm not.  There's only one way you're going to get through 
this class, John, and I'm telling you what it is.  You're going to have to 
believe that when it's all over, there's going to be a reward."
          "I'm a little confused."  Wow, what a master of understatement.
          She smiled.  I'm sure that I was red as a beet.  I was embarrassed 
and very close to getting angry with her.  If this was some sort of 
elaborate tease, it was a cruel one for sure.
          "That's true enough.  Most men are.  Tell me, how long has it been 
since you felt attractive?"
          Well.  That certainly caught me by surprise.  To be honest, I don't 
know if I've ever felt attractive.  Not physically anyway.  Growing up I 
had some real conflicting needs -- the need for attention, yet wanting to 
blend in to the background.  I wanted people to be close to, but I 
wouldn't let them in.  That's probably why my marriage failed - - my 
wife could never get inside of my head because I wouldn't let her.  Some 
sort of trust thing.  Well, anyway, I had to come up with some sort of 
answer....
          "A while."  Wow, another pithy comment.
          "I thought so.  Did you know that when you were my sister's 
teacher in college that she had the hots for you something fierce?"
          "No way!"  I remember my ex-wife warning me about all the 
coeds who would get the hots for me and try to 'make the grade' so to 
speak.  I used to laugh, point at myself, and say, "Yeah, right.  Just look 
at me, Joe Stud."
           "She did.  She used to tell me about it all the time.  The only 
reasons she didn't hit on you then were that you were married at the time 
and she knew what kind of negative effect teacher-student relationships 
can have on faculty members.  But she used to tell me her fantasies, and 
believe me, she was hot for you.  By the way, if you ever tell her I told 
you this, I'll kill you."
          "That's incredible.  But what's the point?"
          "The point, John, is that you are trying to make yourself
physically appealing because that's what you think all women want.  And the 
reason you think that way is that that's what men look for in a woman.  
Admit it.  If I were 40 pounds overweight, you and I would not be 
having this conversation would we?"
          "If you were 40 pounds overweight, you wouldn't be an aerobics 
instructor, either, but yes, I guess you're right.  So?"
          "Some women are turned on by a man's personality, believe it or 
not, and can even overlook some pretty major physical flaws.  Ever 
wonder why Christie Brinkley married Billy Joel?"
          "So, are you trying to tell me that I turn you on, somehow, right 
now even though I look more like Dom Deluise than Burt Reynolds?"
          "Not quite.  But my sister and I are a lot alike.  I think that if
I spent some time with you, I could become very attracted to you.  One 
thing you should realize is that a lot of those blow dried body building 
types are so stuck on themselves that they make lousy lovers.  Other 
kinds of guys, more like you, are more attentive to their partner's needs 
and can actually be more satisfying sexually."
          I was flattered to say the least.  My self esteem was growing by 
leaps and bounds.  But I was waiting for the other shoe to drop.  No, sir.  
This wasn't going to be happening the way it looked.  No beautiful 
female like the one sitting across the table was going to get the hots for 
me all of a sudden.  And even if she did, I was sure that it would be a 
short relationship, particularly when she got a load of my lack of staying 
power -- though if she liked getting head, it might make up for it -- I'm 
very good at that.
          "But, (here it comes, I thought) there's a catch."
          "I knew it."
          "You do need to get into shape, and not just so you'll be some 
sexy middle aged stud, either," she laughed, taking the sting out of the 
jibe, "but for your health.  And, by the way, being in shape will make 
you a better lover to boot.  So, here's what I'm proposing.  You attend 
my class regularly -- but don't try to keep up with everyone, just go your 
own pace -- and do something about your food intake, and I think you'll 
start to see some results.  It might help to do Nautilus along with the 
aerobics to shape your body a little as you take the weight off.  Now, the 
good part.   I am confident that if you work at it, you can get to where 
you want to be, physically, in about six months.  Between now and then, 
we'll keep meeting for coffee and getting to know one another a little 
better.  If you've been faithful to the physical regime for six months and 
make your goal weight (I had told her it was 200 lbs even) you and I will 
spend a weekend at a cabin I inherited from my grandparents.  It's in a 
very secluded location on a beautiful lake not far from here."
          Incentive?  This had to be it.  I agreed to her terms.  Hell, even
if I didn't end up making love to her, I would be in somewhat better shape 
then I was right now.  But it was going to be a long six months.

          That conversation happened six months ago.  Through some 
changes in my nutritional habits and the physical effort required by my 
aerobics class and daily walks of about 5 miles or so (along with some 
Nautilus sessions two or three times per week), I have achieved my goal 
weight and I am in the best shape of my adult life.
          Believe it or not, after the first few sessions, I began to enjoy
the aerobics workouts for their own sake, rather than just because I thought
I might get into the instructor's pants.  Over the three month period we 
occasionally went out for coffee after a workout session, but the subject 
of her cabin in the woods and what we might do there did not come up 
for further discussion.
          That's why I was kind of surprised when I opened my mail today.  
There was a card with a note inside and a map.  The note said "Every 
Good Boy Deserves A Favor" (which also happens to be the title of my 
favorite 'Moody Blues' album) and it was signed "Your Breathless With 
Anticipation Aerobics Instructor".  The map showed the route to a lake 
near the city where I live.  There were written instructions on the back of 
the map. 
          I laughed.  She hadn't been kidding.  I threw some things into a 
duffel bag and headed for the lake.  
          It was a beautiful drive.  Early June in our part of the world can 
either be great or horrible.  This had been a great June so far and it 
promised to be a great weekend to be at the lake.  I couldn't have cared 
less about the weather, though, since I planned on spending most of my 
time indoors.

           I was a little nervous.  I hadn't been intimate with a woman other 
than my wife since 1973 and she was the only one with whom I had ever 
had sexual intercourse.  I may not have been very relatable, but I was 
definitely monogamous.  So, I didn't know how things were going to go, 
and I really wanted to please Lisa.
          Following the instructions on the back of the map, I soon found 
my way up the long winding drive to the top of the hill overlooking the 
lake where Lisa's "cabin" was.  Some cabin.  Three bedrooms, including 
a master suite with a Jacuzzi on a deck overlooking the lake.  Big living 
room with a field stone fireplace.  Lots of comfortable looking furniture 
and hardwood floors.  Lots of glass facing the lake.  Large boathouse 
with what appears to be living quarters above.  Space for two or three 
boats.  One, a large inboard is tied up to the dock.
          Lisa came out to meet me when I pulled up to the carport.  She 
looked great in a pair of shorts and a halter top.  A five foot nine inch 
vision of firm, healthy flesh topped with that beautiful brown hair  (you 
can have your blondes -- I'll take brunettes every time).
           "You made it!  I wasn't sure you'd come."
          She ran over to my side of the car and grabbed me in a big hug as 
soon as I got out.
          "Who could resist an invitation like that?  Of course I came."
          "I'm glad.  This has been a long six months for me."
          "Oh?  Why?"
          "While you've been dieting and exercising, I've been completely 
celibate.  I haven't even masturbated."
          I was a little startled by this admission, masturbation not usually 
being a subject I discuss with women.
          "What about you?"
          "Lisa, if you're serious about going through with this reward
thing, you'll be the second woman to whom I've made love in my lifetime, and 
since I outgrew masturbation about the same time my voice changed for 
good, I'd say that I'm in about the same shape as you."
          "Good.  Now, give me that bag and I'll show you inside."
          She gave me a quick tour of the place, ending back in the living 
room.  The mid- afternoon sun was shining through the pine trees 
making dancing patterns on the living room floor.  Lisa was holding 
both of my hands in hers and we were facing each other in front of the 
fire place.  By mutual consent and without words we moved together.  
My arms went around her waist and hers went around mine.  Our mouths 
met in a light kiss -- just lip contact.  Her perfume, light and sweet but 
not overpowering, came up to greet me.
          "You smell delicious," I murmured into her ear.
          "You smell like a man.  A man that I very much want to make love 
to right now."
           Our mouths met again and this time we held the kiss, our tongues 
beginning to dance with one another, probing, piercing, licking.  Our 
bodies pressed together.  I could feel her breasts pressing against me.  I 
know she had to be able to feel my erect member pressing against her.
          The kiss finally broke.  She disengaged herself from my embrace 
and began to walk out of the room.  I followed.  Within moments we 
were in the master suite, standing by the king size bed, embracing once 
more.
          I found the tie at the back of her halter top and untied it.  She 
backed away and allowed it to fall to the floor in front of her, baring her 
breasts to me for the first time.  I moaned with lust at their beauty.  This 
was no frustrated anorexic exercise freak.  This was a healthy adult 
woman who respected her body enough to take care of it and who also 
had a great body to begin with.
          Her breasts were perfect.  They projected straight out from her 
chest without any hint of sag.  While obviously well supported by 
underlying muscle, they were not the breasts of a body builder.  Her 
light brown aureolae were capped with nipples which stood out from the 
surrounding flesh like the tips of small fingers.
          She allowed my inspection to continue for a few moments, and 
then, "My turn," she said, pulling my T-shirt out of my jeans and over 
my head.  We embraced once more, each gasping as our flesh met skin 
to skin for the first time.  Her nipples, hardened with arousal, dug into 
my flesh like two points of flame.  We kissed again and my hands were 
all over her back, stroking, kneading, caressing.
          I worked my hands down under the waistband of her shorts and 
discovered that she was wearing no panties.  I cupped her ass cheeks, 
enjoying the firm, yet feminine texture.  Her ass muscles clenched and 
unclenched as she ground herself against my erection which was almost 
painfully trapped inside my jeans.
          Pulling my mouth away from hers, I began to kiss her face lightly 
and then her neck, gradually moving down to her upper chest just to the 
point where her breasts began to slope outward.  She moaned with 
anticipation.  My hands also moved lower, taking her shorts down with 
them -- but slowly, teasingly.
          I began to kiss the upper portion of her breasts, alternating 
between each one, careful to avoid her nipples which looked like they 
might burst at any second.  Meanwhile, my hands had pushed Lisa's 
shorts below her knees and they fell to the floor.  She quickly stepped 
out of them.
          My hands, now free to roam where they would, began to lightly 
explore everything within reach, while my mouth continued to teasingly 
caress Lisa's lovely tits.  Her own hands came up and cupped her 
swollen globes from underneath, offering the erect tips for my oral 
inspection.  Not wanting to frustrate her more than was necessary, I 
accepted her offer.
          Mouth, tongue, light nips with the incisors, gentle squeezing from 
my hands, I worked on her breasts for several minutes until I felt Lisa 
take my head in her hands and pull me back up.
          "Enough," she gasped, her voice husky with her passion, "I don't 
think I can stand up for much longer."  
          Stepping backward, she sat on the edge of the bed, pulling me 
with her by the front of my jeans.  She quickly undid the belt and then 
the buttons.  Her hands were shaking and she had some trouble with 
them, but I decided to let her do it on her own.  She pushed the jeans to 
my ankles.  I stepped out of them.  My erection, barely contained by my 
shorts, was now right in front of her face.  
          Lisa looked up at me and smiled as she worked her fingers inside 
the waistband of my jockeys.  In another moment they joined my jeans 
by the side of the bed.  Her hands flew to my cock, grasping it firmly, 
squeezing and pumping -- seemingly measuring its length and thickness, 
testing the firmness of my maleness.
          Precum was oozing from the tip of my cock and she slowly moved 
her face toward it.  Her tongue came out.  She began to lick the 
glistening discharge, obviously relishing its salty taste and slimy texture.
          "Beautiful," she whispered.
          Without another word she slipped the head of my cock into her 
warm, wet mouth, her tongue busily scrubbing the sensitive flesh on the 
underside of my cockhead, then moving all around to provide a slick 
coat of saliva.
          Still holding the base in one hand, Lisa removed my cock from her 
mouth and began licking it all over.  Her right hand squeezed my shaft 
firmly and rhythmically while her left hand gently caressed my secret 
sack.
          The combination of her lips, tongue, mouth, and hands soon had 
me breathing hard, but I knew that there was no danger of me ejaculating 
any time soon just from this, pleasant though it was.   I felt that it was 
time to move on to other things.  She could suck me off later if she 
wanted, but first, I wanted a taste of what was hidden within her jade 
gate. 
          I placed my hands on her head and pulled her face up for a kiss.  
Her sweet mouth was now flavored by my pre-cum and the musk which 
naturally occurs on and near the male genitalia.  We were both breathing 
rather hard.
          "Lisa, you have given me so much in the past few months, and 
now here we are, right where you promised we would be.  I want to give 
you something special.  Please lie back on the bed and relax.  And don't 
be afraid to tell me what you want."
          "All right, John," she smiled as she followed my instructions, 
displaying herself provocatively on the large bed.  I took a moment to 
drink in the sight.  She looked so beautiful lying there, anticipating what 
I might do next.  She had obviously been getting a little sun, and she 
must not have had much for a bikini, judging from the tan lines and the 
nearly complete lack of hair at the junction of her thighs.  My heart was 
in my throat as I crawled up on the bed next to her.
          Performance anxiety?  I'll say.  I wanted so much for this scene to 
be perfect for her that I almost blew it.  Luckily, I remembered the 
mental exercises which I had learned in therapy and quickly regained 
control of myself, all the while lightly caressing Lisa's flawless skin in a 
seemingly random way.  Her body trembled slightly at my touch and a 
small moan escaped her lips as my hands reached the swell of her breasts 
and lingered there a moment lightly teasing the swollen buds which 
crowned them.
          She was moving her legs restlessly, pressing her thighs together. 
I caught a whiff of her excitement, the unmistakable odor of a female in 
heat.  Like the smell of a hot meal to a starving man the scent drew me, 
but I resisted.  It would be too easy to just spread her legs and dive in, 
satisfying my craving for pussy juice, and probably giving her a good 
climax as well, but I wanted this to be more than a few licks and a quick 
cum for both of us.  This beautiful, intelligent, sexy woman had given 
me back my self respect and I wanted to make this special for her.
          I leaned over her, a hand on the bed on either side of her 
shoulders, and then I kissed her.  The kiss started out as a very gentle 
oral caress of her lips, my tongue darting, teasing, probing.  Gradually it 
deepened and I felt her arms encircle my back, her hands pulling me 
down until I was lying half on the bed and half on top of her.  It was a 
long, deep, wet kiss -- the kind Kevin Costner talked about in "Bull 
Durham" -- and it lasted until we both had to come up for air.
          But I didn't stop kissing her, I just quit kissing her mouth.  My
lips and tongue were busy all over her face, giving her little, quick, light 
kisses and then moving on to kiss and lick the soft skin of her lovely 
neck.  I could feel her pulse throbbing just beneath her skin and I 
imagined for a moment that I was a vampire, about to dine on the rich 
life giving blood surging through her veins.
          I raised up then and gently rolled her over, moving her hair aside 
to allow me to attack the soft skin there.  Her breathing and the low 
cooing and occasional gasps told me I was on the right track.  I've never 
known a woman for which the back of the neck is not a major league 
erogenous zone, and kissing or licking this area has never failed as a 
foreplay technique, for me anyway, your mileage may vary.
          My hands, which were not idle, blazed a trail across her perfect 
skin which my lips and tongue then followed, leaving their own shining 
evidence of passage behind them.  I rubbed, kissed, licked, and caressed 
every square inch of her back and down her sides, even to those portions 
of her breasts which were exposed in this position.
          As I approached her buttocks, I saw her spread her legs slightly,
as if in anticipation, but I was still not ready to quit teasing, and so I
lightly glided over those splendid mounds and concentrated on completely 
covering first one and then the other leg with kisses from thigh to toe 
and back again, spending a particularly long, and for her excruciating, 
time on the sensitive skin at the backs of her knees.  She had begun to 
hump the bed, attempting to obtain some release by grinding her pubic 
mound into the mattress.  Her musk was a rich perfume which saturated 
the atmosphere of the room and it seemed to draw me to its source.  I 
moved my mouth northward, back up the backs of her thighs and the 
closer I came to their junction, the wider Lisa spread her legs, and the 
more of her powerful scent was released.  This made it difficult to resist 
simply crawling up between her legs and shoving my trembling cock 
deep into her sopping slit.  I was intent, however, on tasting her first, and 
so I locked down my control and continued working my lips and tongue 
up the inside of first one thigh and then the other, until I had placed wet, 
sloppy kisses in the crease on either side of her hot, pulsating mound.
          Each time my mouth contacted her warm, smooth skin, she let out 
a little gasp or made a sharp intake of breath.  I found these little sounds 
incredibly arousing -- maybe it was a power thing, or maybe it was just 
knowing that she was taking pleasure from something I had done, but it 
was a powerful aphrodisiac none the less.
          Her woman scent was strong, and my mouth watered in 
anticipation as I held it over the slowly opening lips of her pussy.  My 
breath washed over her sex as I let it out slowly - - I then inhaled deeply 
through my nose, soaking up her powerful feminine odor, letting it fill 
my head and draw me in to her molten center.  Her cunt was an opening 
flower, her clitoris hard and erect, poking cleanly from its sheath at the 
apex of her slit.  Both her inner and outer lips were swollen, her juices 
glistening on the crenelated surface of her inner lips, and creating a slick, 
shiny trail down her crease and coating the surface of her crinkled brown 
asshole.
               At last, I could resist no longer, and my tongue began to 
tenderly probe the delicate folds of her sex.  She moaned loudly at the 
contact, and I moaned, too, at the heat and taste of her.  I was going to 
make a gourmet meal of this beautiful woman's pussy, displayed so 
marvelously before me.  But I did have some table manners, and so I did 
not just dive in and begin devouring her like some barbarian savage -- 
though my lust crazed brain was urging just such a course.  The time for 
devouring would come, but for now, I was treating this lovely cunny as 
if it were a delicate flower, needing special, loving, care.  
          My tongue lingered on each surface it touched, carefully tracing 
the edges of her turgid inner labia, swabbing gently, yet insistently, on 
the smooth skin between the major and minor folds.  She tasted 
wonderful, like no woman I had ever had before.  I carefully avoided her 
clitoris for the time being, concentrating on exploring all of the other 
interesting areas of her slit first.  
          She obviously enjoyed what I was doing, and displayed this 
enjoyment through the little gasping and yipping sounds she made as I 
found a new hot spot with my tongue and lips.  She wanted more, and 
she reached down and grabbed the backs of her knees, pulling them up 
to her chest and then spreading them wide, opening herself completely to 
my hungry gaze.
          My tongue shot to the bottom of her slit, right up into her juicy 
hole gathering her nectar and lapping it into my waiting mouth.  All 
subtlety was forgotten now as I gorged myself on Lisa's beautiful pussy.  
My hands were under her buttocks now, pulling her up to my face, not 
that she wasn't thrusting there anyhow, but this way, I was able to 
control her movements and maintain contact.  My mouth was 
everywhere in her crotch.  Sucking her large outer lips between my own 
and lashing them with my tongue, flicking the tip of my tongue across 
her now distended clit, working over the top of her mound with my 
mouth.  I established no pattern in my attack, and so she did not achieve 
the rhythm necessary for an orgasm.  This was all a little bit of a tease on 
my part, but I knew that she would quickly climax once I really set out 
to produce one for her, and so I kept up my onslaught.  Looking up, 
through the V of her slit, I saw Lisa grasping her tits, squeezing the 
nipples until I thought they'd pop right off her chest.  She was moaning 
and thrashing in my grip.
          "Make me cum...please...make me cum, baby...I need it soooo 
bad..." she moaned.
          Who could ignore a plea like that?  I placed the tip of my tongue 
directly on her clitoris and began to shake my head from side to side, 
just like a dog working on a bone only much faster.  I knew that I 
couldn't keep this up too long without getting extremely dizzy, but I also 
knew it was just about guaranteed to produce an explosive orgasm for 
Lisa.  And I was right on both counts.  I was dizzy very quickly, and I 
heard Lisa's low moan turn into a scream as she crashed over the edge of 
the orgasmic abyss.  Her thighs locked around my head and her hands 
pulled my face even tighter to her pussy.  She acted like she wanted to 
pull my whole head inside of her.  I kept my tongue moving on Lisa's 
clit as much as I could and she continued to climax for a number of 
minutes.  
          Finally, she pushed me away.
          "Enough," she gasped, "I can't take any more."
          I crawled up between her legs, my face right in front of hers, and 
kissed her right on the mouth.  It was a test of sorts.  Some women don't 
mind if you go down on them, as long as you don't try to kiss them 
afterwards (unless you wash your face and brush your teeth).  Lisa's was 
not like this, and her lips opened under mine, her tongue searching for 
her own unique flavor on my mouth.  She cleaned my face of her spend, 
and smiled weakly up at me, her breath still coming in little, gasping, 
sobs.
          "God, John.  No one's ever done that to me before.  Not like that, 
anyway."
          I smiled at Lisa.  Cunnilingus is my specialty.  I like it better
than any other part of sex.  Well, almost.
          "You're welcome, Lisa.  It was my very great pleasure to give you 
that experience."
          I rolled over on my side and Lisa rolled with me so that we were 
facing one another.  Lisa threw a leg over mine and pressed her still 
soaking crotch up against my still hard (and dripping) cock.
          "Hmmmm.  What have we here?" she said, grinning at me and 
reaching between us to grasp my stiff shaft.  "I think he's lonely, and 
needs someplace warm and wet to play in, don't you?"
          She rolled us over the rest of the way so that she was on top of
me.  I felt her hands between us again as she positioned the head of my
cock at the entrance to her womanhood.  She gave a little push downward 
with her hips and the head slipped inside.  Then it was one long slide 
down until she had it all.
          I moaned as I felt myself enveloped in that hot, wet, grip.  The 
interior of her sex was like a strong hand which squeezed every square 
inch of the surface of my cock.  She held me there, her eyes closed as 
she too was affected by the sensations of my dick hilted in her moist 
interior.  She pulled her knees up under her and began a rocking, fucking 
motion atop my pulsing penis, grinding her clit into my pubic bone on 
every down stroke.
          She was in no hurry, having just completed a massive series of 
orgasms, and neither was I, lost as I was in the wonderful feeling of 
being sheathed inside of Lisa's beautiful body.
          From this position it was a simple matter for me to reach up and 
stroke her breasts, which I did, much to her delight.  My hands busied 
themselves with her mammaries, toying with the nipples, squeezing the 
fleshy globes, finally drawing her down so that I could reach these 
graciously formed melons with my worshipping lips.
          With her tits in my face, my hands were free to reach down and 

grasp the cheeks of her tight little ass.  I just couldn't believe that such
a beautiful woman was riding my cock.  I felt like all the Christmas 
mornings I could remember all rolled into one.  I gripped her ass and 
started lifting her up and down on my cock, forcing the pace of our fuck, 
driving my hips up off the bed to meet her as she slammed down into 
me.  We were both grunting like animals in the rut.  My fingers sought 
the crack of her ass and one pressed inward on the wrinkled rosebud of 
her back door.  She instantly relaxed the powerful sphincter and my 
finger sunk inside to the second knuckle.   
          "Yessss," she gasped, "play with my ass, baby."
          Her urgings made me hotter than ever and I began to stroke my 
finger in and out of her ass in time to the thrusts of my cock up into her 
pussy.  I could feel my semen boiling in my balls, moving up and 
threatening to erupt as my orgasm approached.
          Hers hit first, and I felt her pussy and ass clamp down around my 
cock and finger like powerful fists as the first of her spasms hit her.  My 
own climax was not far behind, and I yelled out loud as I felt the tip of 
my cock explode, sending a torrent of my hot cum into the deepest 
reaches of her cunt.  We both rode out the rest of the storm of sensations 
and at last she rested herself on me and we kissed, again, sharing our 
passion and the gratitude we felt toward each other for the wonderful sex 
we had just shared.
          We must have dozed off in that position, because I woke up a 
while later with her still perched on top of me.  My now shrunken cock 
had slipped out of her.  My crotch was covered with the sticky 
combination of my cum, which had leaked from her, and her own sweet 
juices.  A shower was in order, and I smiled at the thought of sharing a 
shower with Lisa.
          I kissed her lightly on the lips, which caused her to come awake, 
her eyes slowly adjusting to the sight of me laying underneath her.  She 
smiled, dreamily, and kissed me back.
          "Have a nice nap," I inquired?
          "Mmmm, yes," she purred.
          She rolled off of me and stretched out on the bed.  That sight was 
almost enough to bring my cock back to full attention.  She looked down 
at the mess at my crotch and she began to laugh.
          "What a mess you are.  Let's get into the shower and clean up a 
little.  Then, it's time to eat...I think we'll need the food to keep our 
energy up, don't you?"
          Her grin conveyed the clear message that it wouldn't be very long 
before we were back in her bedroom again, doing our impression of 
mink in heat.

==========================================================================


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