Finally the door opened for me and I staggered into the apartment. Sherry who was leaning on me almost fell in, but managed to stay on her feet long enough to stagger across the room, falling onto the couch. She half sat, half laid on the couch. I plopped myself down on the opposite end of the couch. Charles walked in, closing the door behind us. He sat in the chair opposite the couch. Kicking off my shoes I pulled my legs under me. This caused my dress to rise a bit high on my legs, so I pulled on it to cover a little more.
"Awe man I need to get comfortable." Sherry said. She kicked off her shoes, managed to slip off her skirt, then removed her bra without taking off her top. She settled back onto the couch wearing only a pair of pink panties and a white button down blouse that didn't hide her dark nipples. "Thats better."
"Yeah I feel better now too." Said Charles "Why don't you get comfortable too Heather?"
"No I'm good." I replied. Charles was Sherry's boyfriend, I wasn't about to strip in front of him. Sherry and I were roommates. At 37 she was a few years older than me. But she was a pretty good looking girl still. Her C cup boobs sagged a bit when she wasn't wear a bra, but she still attracted a lot of attention whenever we went out. She had brown curly hair down to her shoulders and these killer green eyes. I'm 22. I moved in with her about 6 months ago and we quickly became good friends despite our age difference. We went out almost every weekend, and Charles usually accompanied us. Currently I didn't have a boyfriend, although I have had a few in the past. Sherry was always on the look out for guys for me, constantly trying to hook me up with guys we met in the bars. I didn't really need her help as I'm a pretty good looker myself. Blonde, blue eyes, a nice body, small B cup boobs. I wear mostly tight clothes in order to show off my curves and it seems to work.
Sherry's boyfriend, Charles is good looking man. Well built, short dark hair with a goatee. He's about 45, so he has a few years on Sherry. They've been dating for a couple of years and they seem to be pretty serious.
Anyway we had gone out for our usual Saturday night thing, drinking, dancing, laughing, just having a good time. A couple of guys hit on me, bought me drinks, and we danced a bit. One guy I thought was nice, Derek, so I gave him my number and a kiss before we left. I did my share of dancing with Sherry and Charles, even some dirty dancing with both of them, rubbing my body on theirs. We got really silly and started grabbing one another. I can't remember how many times Charles grabbed my ass or tits. And Sherry got into it too, grabbing me here and there. I didn't mind as it was all in good fun.
We left at last call, I was pretty buzzed, Sherry even more so. Charles wasn't too bad, which was good since he was driving.
So there we were sitting in our living room. Charles was probably going to spend the night, as he sometimes does on the weekends. Usually when he spent the night I could hear them as they fucked. Sherry was a bit of a moaner. It always sounded like he was doing her good.
"yeah why don't you get comfortable, take your dress off." Sherry said as she leaned over and tried to pull my dress off. I was wearing a short one piece black mini dress. I pushed her hands away but she came at me again. Again I pushed her away.
"Charles get comfortable, take off your pants." She said. He stood up, kicked off his shoes and quickly stripped off his pants.
"And your shirt too." He pulled his shirt over his head, he was now only wearing his white socks and a pair of white and blue stripped boxers. For a 45 year old guy he certainly looked good. He was in good shape, no fat on his body. More than once he was the object of my desires as I played with myself. If things were different I might actually be interested in this man.
"Ok Heather your turn." Sherry said, not giving up on me.
"You're right I need to get comfortable." And I went to my room. There I stripped off my dress and panties, pulled on an oversized t-shirt, which is what I wore to bed. Returning to the living room Charles had moved to the couch, next to Sherry, they were kissing. Grabbing the remote I sat in the chair opposite the couch and turned on the TV. After bouncing around the channels for a bit I didn't really find anything worth watching. I turned to Sherry and Charles, about to ask them if they wanted to watch anything but what I saw stopped me. They were still kissing but he had a hand in her blouse on her tit, she was stroking his cock. His boxers had been pulled down so she had access to his cock. It was fatter than any cock I had seen before. I stared as she slowly stroked it up and down, memorized by it. Then I realized what was happening, got embarrassed, turned off the TV and quietly left the room. I went to my room, closed the door and climbed into bed. Closing my eyes, I recalled the scene in the living room, my hands moved between my legs. I imagined I was playing with that cock, then guiding it into me. I drifted off to sleep.
In my dream, he climbed into bed behind me. He lay right up against me. His warmth on my back, his breath on my neck. Then there was a hand over my mouth. I tried to scream as I realized I wasn't dreaming. I tried to get up but he held me down with his arm and leg.
"Relax Heather." I stopped struggling after realizing it was Charles.
"Don't scream ok?" he whispered, actually commanded. After a slight nod he slowly removed his hand from my mouth. I didn't move, confused by what was happening, a little bit scared, but at the same time enjoying the warmth of a man on me.
"Where's Sherry?" I asked.
"She passed out, leaving me all alone and frustrated." Just then I noticed his cock pressed up against my butt. I was lying on my side, Charles lying right behind me.
"You know Heather every since we first met I've wanted to have you. You are so sexy, and your ass is the finest one I've seen in a long time." He kissed me on the neck. His hand slowly moved down from my face, onto my chest, then onto my tit. There it massaged it thru my t-shirt. Even though I didn't really want this my nipple began to grow hard.
"You made me so hot this evening. I was beginning to get jealous thinking you might bring that guy home tonight." Another kiss on my neck.
"What about Sherry?" I asked, hoping he would think of her and go away.
"She'll never know, will she?" He whispered in my ear, then nibbling on it. At the same time his hand left my tit, reached down even further, reached under my t-shirt to play with my tits again.
"No you can't do this." I said. "You're old enough to be my father." I pushed his hand away from my tits.
"It doesn't matter. I want you and I've seen how you looked at me. You want me too, I know." His hand started back towards my breasts.
"No get off me!" I said almost screaming while trying to kick him off. Pain shot thru my body as he pinched my nipple really hard. "Ah" I groaned in pain.
"Don't make any more noise or you'll get more of the same." His hand slowly moved to my other tit and immediately started massaging it.
"Isn't this better?' He asked after a few moments.
"I know you like this, your nipple is hard." He said as he tweaked it lightly. He was right, I was enjoying the feeling in my tit, the attention it was getting. At the same time his leg was rubbing up and down on mine while he alternately kissed my neck and nibbled on my ear.
Shortly his hand left my tit and slowly traveled down towards my belly.
"I like when you wear shirts that show off your belly. It turns me on." He said while rubbing my belly. His hand then traveled down even further to the top of my pubic area. I squeezed my legs tight.
"There is no need for that." He whispered and then pushed his leg in between mine, forcing them to open a bit. His hand found my trimmed bush, he rubbed it. "Very nice." His finger found my slit, pushed in. I was wet, probably from the dream I was having before he woke me up. Or maybe from his massaging of my tits.
"Please don't." I pleaded as a tear rolled down my face.
"Just relax and enjoy it." He whispered as he pulled his finger out, then rubbed his hand on my hip and thigh.
"Your ass and hips are so sexy, I just have to have them." He said, moving back just a little bit. His hand left my hip but only to position his cock between my legs. He rubbed it on my slit. He returned his hand to my front, to my pussy as his hips began to rock back and forth. His cock sliding up and down my slit, getting covered in my juices. His hand opened up my lips more allowing his cock to slid right about my nob. He slid it up and down a few times, then stopped. His hand positioned his cock right at my hole.
"No please don't do this." I protested. "What about Sherry?"
"This will be our little secret." He said while slowly pushing his cock into me. It was wider than any I've had before. He pushed deeper. He pulled out slowly, then pushed back in. It felt good.
"Doesn't that feel good?" He pulled back then pushed in again, a little faster. Then again, each time a little faster. His hand on my lower belly pulling me closer to him every time he pushed into me. I started to breath a bit harder. I was enjoying it.
"Good relax and enjoy yourself." He said as he continued to fuck me. It did feel good, my juices were beginning to flow. His cock, wider than any I have ever seen, slipping into me, then pulling out, only to come back in. I started to push back against his every thrust.
Then he stopped.
"I want you doggie style." He pulled out, and moved back from me. I was having too good of a time to resist. Without any encouragement I got on my knees, put my head down on the bed. He got behind me, positioned himself. I reach underneath myself and spread my pussy open for him. He guided his cock back into me. He pushed in then pulled back. He pushed in even deeper this time, then deeper the next. I pushed back on him, wanting him as deep as he could go. His hands were on my hips, pulling me back to meet him with every thrust. He kept pounding into me like this, I kept pushing back to meet him.
I was still wearing my t-shirt but it had pretty much fallen down around my neck. He moved his hands to my tits, playing with both of them while continuing to fuck me.
"Oh God Heather you don't know how bad I've wanted this." Charles said while pounding me even harder.
"Your ass is so fine. It feels so great wrapped around my cock." His pace was picking up. I didn't think he could get deeper but then he did.
"Oh yeah Heather." He cried out, squeezing my tits and then shot his load deep inside me. He kept up the rapid pace while finishing off his load. I could feel his juices mixing with mine, making a slippery sloppy mess in my pussy. He collapsed on top of me, then rolled off to one side.
The sun shining thru my window woke me up. I was a mess. My hair all tangled, my shirt up around my boobs, my pussy sore and sticky. Rolling out of bed I headed towards the shower. I peaked in at Sherry. She was face down on her bed, still wearing her blouse and panties from last night.
A little before noon Sherry came out of her bed room wearing her night gown.
"What time is it?"
"Its almost lunch time."
"Oh my head. Can you get me some coffee?" I got up and started to make some coffee for her.
"Where's Charles?" she asked.
"Don't know. I left you two alone in the living room, what happened after that?"
"I can't remember." She said.