My Surprise

"Can I do anything, for you, Lisa?" I asked softly.

"Well, I'm very aroused. I never thought you'd get this far. But right now but I don't think I can have an orgasm. It has nothing to do with you but with me, so don't worry yourself. I would like to help you dress and..." She stopped for a moment, but Lisa knew enough to speak her wishes to me so she didn't hesitate long. "Can I kiss your behind when we've finished?"

"Oh, finally," I laughed, "the great professor has desires"

I got to my feet. All I had on was my bra and blouse. I steadied myself on Lisa's shoulders as the older woman helped me with my panties, pulling them up snug to my waist. She then helped with my skirt and insisted on doing the buttons to my blouse herself. I couldn't believe how horny I was getting letting her dress me. When she finished, she got a chair and situated so I could lean on it, with my ass in her face.

Taking her glasses off, Lisa ran her hands over my ass before she kissed each globe and ran her cheek against the skirt. I knew we each have our own fetishes, and my ass was Professor Bank's. She sat there for ten minutes, kneading and kissing my back side. I could feel her hot breath through my skirt.

"Do you like it," I asked timidly.

"Yes," Lisa replied in a dreamy voice as her hands squeezed my rump. "Didn't your mother ever tell you that you have a wonderful set of flanks."

"I'm glad you like it," I grinned, "I often think it was too big and fat."

"Nonsense, Sherri," Lisa replied quickly. "It's womanly and shapely. I want you to repeat that to me out loud, young lady!"

My lust spiked as I heard her voice take control again. "I have a womanly and shapely ass" I repeated timidly.

Lisa told me how many young women came into her office dressed in jeans and skirts that showed off their asses but she wouldn't dare make any advances. I understood now she had been starring at my ass.

Lisa kissed and pressed her face against my buttocks for another ten minutes. My nipples had hardened and I could easily bring myself off again. I wasn't sure if I should try since I knew it was getting late. I remained leaning against the chair, happy the older woman was finally following her desires. I was also happy to know she liked my ass, something I thought few women would admire about me.

After a few more moments, I felt Lisa warm hands glide up my legs and pat my ass. She watched her hands knead my ass cheeks through my skirt. Her hands were warm and pleasant and I enjoyed the erotically charged moment.

"Do you ever wear a g-string or a thong, Sherri?" Lisa asked.

"No not really. I'm afraid I had too much hair and it would look gross, don't you think?" I replied.

"Not if you were with your lover," Lisa said.

Her hands grabbed my ass more forcefully.

"Hike up your skirt and show me your bum," she ordered.

I was surprised by the request but I bent my knees and lifted my long skirt to expose my bum. I then leaned against the chair. I felt her hands glide over my globes again and sliding under my panties.

"You know what is coming next, don't you Sherri?" Lisa asked quietly.

I remained silent as I gripped the chair.

"SLAP!"

Her first smack of my ass was stinging. It was soon followed by several more. I began to make little shouting sounds. I had never been spanked before. I'd seen it done in videos and wondered what it felt like. I was amazed how I liked the stinging feeling and how arousing it was, especially by someone as straight as Lisa.

I soon felt butterflies in my stomach and the beginnings of an orgasm. It was one of the few times I've been really aroused without touching myself. The continual slapping produced enough tension in my panties to excite my pussy. My breasts wavered in the bra under my blouse and I could feel my nipples hardened.

Just as I was getting to enjoy the arousal and the stinging pain of the slapping, Lisa stopped. She stood and did something behind me. Next, I felt her pushing something into my mouth. It was her purple panties. I smelt her sex and tasted the fabric as my mouth filled. I had never had panties in my mouth. I could hardly taste her juices.

"I'm sorry Sherri, but you're making to much noise," she said as she sat down again and began slapping my ass but much harder. Soon she found her strength and rhythm. I made muffled sounds never believing that spanking could be so sensual.

Instead of being insulted, I was only aroused more.

"Is this getting you horny, Sherri?" Lisa asked.

I nodded, unable to speak.

"Do you like playing like this?" she asked next.

"Mmmm," I mumbled back, hardly containing my arousal.

"Do you and Allison play like this?" she then asked.

I shook my head in the negative.

"You have the nicer ass," Lisa said as her hand delivered another blow to my red behind making steady my feet, "but I wouldn't mind slapping hers, if you'd let me. Would you let me?"

I nodded wildly, feeling the sting of each slap. My body was exploding with new sensations. With panties in my mouth and waves of pain striking my ass, I thought I would be pissed but instead I was very horny. I never felt so sexually uninhibited.

"Sherri, put a hand into your panties. I want watch you masturbate yourself" Lisa commanded as she slapped my ass even harder.

My ass cheeks reddened as she continued to spank me with strong slaps. I slipped my hand in my panties and let my index finger play with my slit before finding my clit. I couldn't believe how aroused I was even after cumming twice in the last hour. Allison and I never had such intense sex.

I could feel Lisa pull my panties aside exposing my hairy cunt and my anus. My pubic hair extended up to my anus. I was a little ashamed of letting her see my hairy ass. I had never stood in such a vulnerable position before and expose myself like this. But, somehow, it felt right to do it with Lisa.

Lisa slapped each cheek of my ass harder than before, making me lose my step. The globes of my ass were red from the spanking and their color contrasted with my black panties. Lisa stopped her slapping and began kissing and licking my ass. I felt embarrassed as she watched me play with my swollen clit and the slimy texture of my pussy lips.

"Do you like me watching you, Sherri?" she asked softly as she delivered two stinging slaps to my ass. "I'd be very happy with an obedient daughter like you."

Your question only increased my lust. I fantasized about her watching me, being my sexual guide. Before I could respond, I was bending far over, aching with my orgasm to explode. My breathing was jagged because of the panties in my mouth. Lisa seemed to take pleasure in my difficulty.

I was too far gone to care. I reamed my pussy, not caring if Lisa's nose was only inches away.

"Come now, Sherri," she said in a strange strong voice.

I couldn't hold back as my hips bucked and the orgasm shot out into every corner of my body. Lisa kept her tongue stiff and I felt it edge into the crack of my ass. I made small muffled cooing sounds as my body spasmed. The orgasm made my legs rubbery telling me this was a special orgasm. It came fast but spread throughout my body in a luxurious way. I shivered as it passed.

When I took my finger out of my cunt, Lisa straightened my panties and pulled my skirt down. I stood up and felt the pain of the fabric on my ass. Lisa stood in front of me, brushing my hair out of my eyes and looking into my eyes. I felt stupid with her panties in my mouth but she didn't take them out. She stroked my face and kissed my neck, cheeks and lips. Her tongue circled my ear and showered my face with pecks and kisses.

I stood still in my orgasmic bliss, trying to catch my breath. Lisa walked to her desk and pulled out a pair of white cotton panties from the bottom drawer of her desk. I watched her putting them imagining her as a young woman again, doing such a movement thousands of times.

When she finished straightening herself out, she came to me and brushed my hair and fixed my clothes. She then kissed my face again and bit my lips. Finally she slowly pulled the panties from my mouth. When the panties were out, we kissed even more sensually.

Somehow, at that moment, Lisa and I bonded in a special way I didn't understand.

Without saying a word, we gathered are things just as the cleaning staff was arriving. It was five in the afternoon. Lisa had received an important message from her husband and had to return home. We both visited the washroom to pee and left the building.

When I arrived home Allison was making dinner. She saw that something had happened. I told her everything, hardly holding back the excitement. Allison, being sensitive, didn't like what she heard. She went crying to her bedroom, yelling at me: "How could you kiss that old lady?"

I telephoned Lisa. Luckily, her husband was called out of town on business. After explaining the situation she asked to speak to Allison. Eventually she persuaded both of us to come to her house.

We traveled in silence to the other side of town to Lisa's large house in the suburbs. Lisa and I kissed at the door and she tried to hug Allison but it was an icy situation. Lisa poured us some wine and made us a large snack. We ate in the kitchen and then moved into the dim lighting of the spacious living room. There we talked about our feelings.

Lisa and I both knew that Allison was very sensitive to rejection, especially about her body. Despite her beautiful body, she felt it was not nice and that I was rejecting her over Lisa. Allison tended to get really whining and that's when Lisa got angry.

"Do you think you're the only one with body-image, problems?" she blurted out at Allison. "Wait to you turn my age?"

At that, Lisa unbuttoned her blouse and pulled it off, along with her skirt. After taking off her bra and white panties, she stood there in front of Allison naked. At 5"6, Lisa was a slight woman with A-cup breasts that sagged. The skin on her shoulders was milky white covered with freckles and some liver spots. Her brownish nipples and small aureoles looked hard and turned upward on the small sagging globes. Her stomach was not flat and bulged a bit. Under her navel was an old surgical wound. Her pubes was full of dark hair but not bushy. Like a lot of older women, her labial lips hung out making her slit clearly visible.

She stood there so feminine and fragile that she ignited tingles in my sex.

"How do you think I feel with this body, Allison?" Lisa asked angrily. "All I'm good for is fucking my husband every morning when I feel nothing."

There was a pause as tears filled Lisa's eyes. "The only time I've felt alive was this afternoon with Sherri. I'm sorry it hurt you."

No one spoke as Lisa stood naked and vulnerable between us.

To my shock, Allison stood up and hugged Lisa. She told the older woman not to cry, that she understood her pain. They embraced for a long time before Lisa asked to kiss the younger woman. Allison nodded and they started a long French kiss as their hands roamed over each other's body. Lisa's hand slipped into Allison's jeans and stroked her ass making me remember what Lisa's hand felt like earlier that day.

I sat with my legs crossed and felt the ping of lust erupt in my sex. Watching the two women kiss sensually, one old and the other my age, sparked all my fantasies.

Lisa squeezed Allison's ass and pressed the younger woman toward her. Allison moaned. Without prompting, my partner took one of Lisa's nipples into her mouth and began sucking. Soon, she had the entire breast into her mouth. I was on fire as Allison's mouth filled with Lisa's breast.

Lisa unfastened Allison's jeans and let them fall to her knees. For the first time, I saw the shape and curvature of her perfect ass and how erotic it was. I had touched her behind hundreds of time but never saw it so sensually before.

Lisa looked at me as she enjoyed the hard suck of her breasts by someone her daughter's age. For the first time, I heard her breathing change. She was getting aroused.

In a strong voice I'd only heard this afternoon, Lisa told me to take off my skirt and blouse. As I did, I stood by my new lover and we kissed. It was a wet sloppy kiss. As our mouths met, Lisa whispered instructions in my ear.

I walked around behind Lisa, and slapped the older woman's ass as hard as I could. She didn't have the firmness of a young behind but I slapped as hard as I could. I continued my circle walk and slapped Allison's ass even harder. I can't describe the taboo pleasure I felt in slapping the asses of these two women.

Allison's hand found its way to Lisa's crotch. The older woman moaned and spread her legs with the gentle caressing. Soon I could smell her sex filling the air, making me more horny. It wasn't long before I was sweating and thinking of nothing else but cumming. The sound of the slapping, the fleshy nakedness of the bodies and their wild kissing was driving me to the edge. For the second time that time, my orgasm grew with little stimulation.

I quickened my pace, delivering hard stinging slaps to both their asses. The only time I stopped was to kiss Allison's red globes and let my fingers massage her swelling pussy. She jumped on each foot, caught in her jeans but too horny to care. I loved the sense of control I had over the arousal of the woman.

Later, that night, we took turns "doing" Lisa in her own bed. Allison went first and introduced the older woman to the "69" position. I lay beside them, growing horny as I saw Allison young taut tanned skin lie on top of Lisa's mature white petite body. Lisa's had her face firmly planted between Allison's legs. Allison's pubic hair was nicely trimmed had pussy lips were completely visible. Lisa's tongue licked and penetrated the younger woman's sex greedily. Here eyes were closed and she was lost in your own bliss. It was odd to watch another woman make love to a pussy that I had fucked with my mouth so many times before. My hand stroked Allison's ass and I kissed Lisa on her forehead and nibbled on her ears. I told her how to please Allison and where the younger woman liked to be licked and sucked.

I'd never watched two women make love like this. The slurping noises and the smell were driving me insane. I apologized to Lisa that I couldn't wait and masturbated myself beside the two women. It felt odd to finger myself as I watched the two women I love most satisfy themselves

Lisa's orgasms were small tremors that shook her body. When it was my turn, I enjoyed sucking her pussy that had so often been fucked only by a cock. It was easy to suck and tease her cunt lips because the hung out so freely. I could believe how much satisfaction I got making an older woman like Lisa cum. I loved having my arms wrapped around Lisa's thighs and feeling her orgasm grow slowly before bursting inside her. Her orgasms always took longer than mine or Allison's. I had to work at them and feel her arousal grow and grow until she groaned with ecstasy.

We stayed the night, but had to leave the next morning because Lisa's husband was returning. Allison and I talked about nothing else for days. We each wanted to make love to the older woman in our own a special way.

During the week I stopped in often Lisa's office to kiss and hug her. The next day both Allison and I visited her together. Lisa was nervous because of a speech she had to give later in the day. Sitting the professor on the love seats in her office, I kissed her and let Allison kneel on my coat. Removing her panties, Allison licked her into a frenzy as she orgasmed in my arms. Her anxieties disappeared. She phoned us later that night thanking us for our own style of stress therapy.

Friday evening, we both arrived at Lisa's house after her husband was again called out of town. We ate and caroused before Allison asked if she could go through Lisa's clothing, wanting the older woman to wear something Allison liked. Lisa agreed and later called Lisa to the bedroom to put on a pretty pink nightie she found, one like Allison's own mother had. Lisa fixed her hair and makeup as Allison waited in bed. The nightie had a chiffon see-through top, spaghetti strings for straps and matching satin briefs. I watched in excitement as the older woman walked to the bed fully knowing she was going to fuck a younger woman, my partner.

When each had an orgasm, Allison fell asleep. She often did after a good orgasm. I had Lisa wash and dress in a black teddy I found with matching briefs. I also wanted her to wear dark stockings and she complied. I fingered myself as she fixed her hair and made herself pretty for me. When she finished, I told her she looked like a whore. We hugged and she told me how much she liked my compliment. She always wanted to be a whore for night. I told her that whores were too good for the bedroom so we went to the kitchen and drank some wine. While we sat and talked the older woman left and returned with a blue skimpy bikini that belonged to her daughter. She wanted to see if it would fit me. It was hopelessly too small but I put it on. Oddly, the small size emphasized my hips, boobs and bum. I could see from Lisa's excitement that it made her crazy thinking I was wearing her daughters clothes. She secretly wanted me to wet the bottoms with my juices.

After she watched me dress, we kissed. I let her rub her hand between my legs, pushing the fabric into my cunt. When I was aroused, I stood behind her and put my finger into her panties. I told her that "Mom" was going to get finger fucked standing up. It took a while, but her body was soon filled with lust and she squirmed in my arms. I whispered in her ear to call me by her daughter's name. I could feel her small tits hardened when I said that. She submitted nicely and to my surprise she came as quickly as any young hussy needing a good fuck.

Do not repost (c) matron222