The Apartment Ch. 3

It was perhaps an hour later when he awoke, his neck a bit stiff. He raised his head thinking that the sound of Holly coming home had awakened him, but he couldn't hear any sound of her. He let his head fall back against the chair and easily drifted back to the memory of his dream. Yes, his dream of making love with Holly. Her legs were wrapped up around his hips; he was kissing her neck and whispering in her ear about how much he loved her. Her pussy was gripping him tightly, her fingers were raking up and down his back and he was coming deeply inside her.

As the images of his dream drifted through his mind, he realized that his body had responded as well. His hand slipped down over his belly and over his long stiff cock that lay on his belly under the robe. His hand moved under the robe and grasped himself, stroking it gently. Just the thought of being with her often got him hard and this moment was no different. He imagined that it wasn't his hand but hers, or maybe her mouth. He could clearly picture her in the room with him, her tall trim body half naked, her breasts full and firm, her warm hands and hot mouth touching him, kissing him, sucking him inside her. With each stroke of his hand and the raw sexual image of his lover in his head, he began to feel close, real close to coming.

Suddenly he heard a sigh and looked up startled. Standing over by the hallway was Holly, dressed in just a pair of panties looking as if she had just stepped from the shower. One hand was running over her breasts, pinching her nipples lightly, while the other was down inside her panties. He nearly came on the spot at the sight of her touching herself in such a way.

"How long have you been standing there?" he asked, surprised by the sight, but not by the aroused look on her face. He kept his hand on his cock, still lightly stroking it in full view of her.

"Long enough to hear you call out my name," she replied, her hands still working over her body. "I came home and saw you sleeping and decided to take a shower, but when I came in to check on you and saw you touching yourself, it was so hot and turned me on so much!"

"Oh, Baby," he said watching as she ran her thumb over her clit and slid a couple fingers in and out of her pussy. He reached down to fondle his balls with his other hand while continuing to stroke his cock lightly. "Watching you touch yourself just made me grow another inch."

"Mmm, David," she sighed leaning up against the doorway. "I am so wet right now."

"Oh, Holly Baby," David moaned. "You look so good over there, I might not be able to control myself."

"Ooh, what are you going to do about it?"

"I want to take my hands off myself and put them on you," David replied.

"Oh, Honey, I want you to touch me."

"I want to touch you," he answered, getting up from the chair and letting his robe fall open.

"Where would you like to touch me, David?" she asked, looking at him with her eyes brimming with desire.

He stood in front of her by the doorway. "Here," he said as he reached his hands out and touched her shoulders from the neck to the curve at the end, then let them glide down her arms, letting his fingertips curl around the soft skin of her upper arms. He could feel the movement of her arms as she continued to touch herself. "There," he said as he moved his hands down farther along her arms till his fingers touched her stomach, then he eased his hands from her arms to her body, palms flat up against her, his fingers pointing up. He raised his hands up along her body, very, very slowly, feeling her body as she breathed in and out, quick short breaths, touching every part of her there. "Everywhere, Baby!"

"Are you going especially slow to torture me?" she asked, her voice thick with passion.

"Oh, yes," he whispered near her ear. "Very slowly. On purpose."

He eased his fingertips up over her breasts, savoring the feel of her soft tender skin, the firmness of her breasts. Her nipples were so very stiff by now and begging for his attention. He pulled his hands just slightly away from her body, then extended the tips of his middle fingers just enough to touch the tips of her breasts, and started to draw lazy circles around them.

"Mmm," she moaned. Her hand was simply rubbing her pussy now as she pressed her breasts toward his hands. "Oh, David."

Pressing just a little harder with each circle of her nipple, feeling them get so stiff they must ache, he pressed his other fingers lightly on her, spreading his fingers apart and letting her nipples slip between them. He squeezed them, pinching them, and pulling them a bit as he continued to move his hands in circles. Then he began to press his hands more firmly against her, his palms cupping her breasts, his fingers still teasing her nipples. He licked his lips. His tongue was wet and hot. He cupped her breasts and pushed them upward just a bit and leaned down bringing his mouth toward them, his tongue extended.

"Do you want me to kiss them?" he asked needlessly.

"Oh, yes," she sighed, arching her back to press them toward her.

"Mmm, they look so beautiful," he said seeing how the nipples and aureoles were all puckered out. He brought his tongue to her right breast, touched it tip to tip, like he had done with his fingers. Then he drew a circle around the nipple, his tongue making it very wet. He knew she could feel his breath on it as his lips closed in. David continued to tease her breasts and nipples with his tongue and lips, first the right one, then the left, and after tonguing and kissing them both lightly, he shifted back to the right one and sucked the nipple into his mouth.

"Ooh, that feels so good, Hon," she moaned, bring her hands up behind his head to hold him to her.

While he had her nipple inside his mouth, he flicked his tongue on it and then nibbled on it just a bit. She could feel him press his face forward against her, sucking her nipple deep into his mouth, his tongue rubbing firmly up against it. He nipped at it with his teeth and opened his mouth. He gently pulled on it with his teeth and let it pop back, a couple times, before kissing it tenderly again. Then he kissed his way over to the other one, kissing, tonguing, and nibbling.

"I love to play with your breasts like this," he said hungrily as he continued to kiss and lick her.

"I love it when you do, Hon," she said nearly out of breath. "I am so turned on!"

"I am too," David replied as he nibbled at her hungrily. "And I love to turn you on."

He began to kiss his way up to her neck, kissing and licking her there, working around to her ear, then over to her mouth. They brushed their lips together and teased each other's tongue.

"You always know how to turn me on, David," Holly sighed deeply, holding his face in her hands. "You always have even for an old guy."

"What?" he said pulling away for a moment. "What was that?"

"Nothing," she giggled. "I was just teasing you."

"Are you calling me an old man?"

"Uh huh," she said, sticking her tongue out. "What of it? You are, after all."

"Well then, if that's the way you feel, I may have to put you over my knee and spank your butt."

"Mmm, I'd like that, you know," she laughed.

"I know you keep saying that, but I guess we'll have to see for real how much you like it."

"I was only kidding with you," she chuckled.

"But I'm not now," David replied, slipping out of his robe and taking a seat on the sofa. "All right then, pull down those panties, and assume the position, young lady."

"Mmm, yes sir," she giggled, her fingers fiddling with the waistband of her panties.

"You realize that when you make jokes about me being an old guy that you give me no choice but to spank you."

"But it's so much fun to play around with you," she laughed, her fingers tugging her panties down just a bit.

"I'm sure it is, but we'll see how you feel after you get your behind spanked," David said, rubbing his hands together. "You think you can say just anything and get away with it?"

"Yep," she chuckled. "Besides, I've told you that I have this thing about older men, and it's never bothered you before."

"Of course not," David replied. "But even a young-at-heart old man has his limits."

"So, wait a minute," she said smartly, pulling her panties back up. "Does this mean I get out of the spanking since you're admitting to being an old man?"

"Not at all, because I'm not an old man. My father is an old man. I'm just very, um, experienced. And any more outbursts like that and I'll have to add some swats. Now come on, quit your grinning and drop your linen."

"Mmm, I guess I'll have to be more careful then," she said, pulling her panties down over the flare of her hips.

She could see his eyes watching her closely and the effect she was having on him. His cock was still pretty stiff and poked up from his lap appetizingly. She licked her lips and when the panties began to pull away from her pussy, she turned around before bending over and pulling them down the rest of the way. She made sure her legs were spread apart slightly and looked back to see him staring intently at the sight of her pussy peeking at him between the split of her legs. She drew her hand up between her legs and ran a finger back over her slit so that he could see it. She turned back around a licked the wet finger.

"Yes, you had better be more careful," he said as she came over to him and lay down across his lap, his hard-on pressing up against her belly. When he ran his hand over the cheeks of her ass, letting his fingertips graze close to her pussy, she wiggled a bit with excitement. "Hey, now stop that wiggling down there, young lady."

"Oh, sorry," she said in an innocent little girl voice.

"Let's see, accusing me of being an old man is a serious offense," David said, still rubbing his hand over the sweet firm cheeks of her ass. "I think that's worth about twenty swats."

"Twenty?" she protested sweetly. "That's just being mean."

"Well," he said thinking over her sweet appeal. "I might give you an opportunity to lessen your sentence if you appeal for clemency."

"That would be very nice of you," she said, shifting her hips a little to take advantage of the touch of his hand.

"Mmm, nice butt, by the way," David said, his hand wandering up to the small of her back and then down over the soft skin of her thighs.

"Thank you."

"So what do you propose young lady?"

"How about, if I get down on my knees and suck your big old cock, er, your big hard cock and you let me off with ten?"

"Hmm, you make a most appealing offer ..." he said thoughtfully, ignoring her teasing little comment.

"So, is it good enough?"

"But I would have to complete the spanking first," he stated, his fingertips grazing lightly over the exposed folds of her pussy. "I don't want you trying to distract me from your punishment."

"I understand."

"Hmm, but now as I rub your butt all over, I notice a telltale trace of wetness between your legs. This sort of thing doesn't turn you on does it? Remember, honesty is the best policy."

"Oh, yes, a little," she said, trying not to laugh. "Is that bad?"

"Not at all, so long as you admit it," he said, trying to keep his voice sounding firm and strict. "All right then, it's a deal."

"Goody," she squealed.

"I'll give you an option here, we can start light and work up to hard smacks or we can start hard and ease down to light," he said. "What's your pleasure?"

"Start hard," she cooed.

"Very well," he said rubbing her butt firmly. "I'm ready, are you?"

"Oh, yes."

"All right then," he said lifting his hand up from her butt. He waved it about in the air like a baseball pitcher winds up before throwing, and then brought it down firmly against her butt making a loud smacking sound.

"Mmm," Holly moaned. "Mmm!"

He raised his hand and brought it down a second, third and fourth time, careful to alternate between her cheeks, but still hard enough to make a solid smacking sound and raise a little pinkness on her skin. She flinched each time his palm contacted her butt and felt the wonderful sensations flow from her butt up through her body. The touch of his hand made her tingle with delight and arousal.

"Ooh," she sighed.

David brought his hand down but instead of spanking her, he began to rub her gently. She wiggled a bit as he touched her. He could feel the warmth in her skin where he had smacked her. When his fingers drifted near her pussy he could tell that she was wetter than before. He ran his fingertips lightly up and down the exposed slit of her pussy and then raised them up to his mouth for a lick.

"Hmm, you seem to be enjoying this a bit more than you should," he chided her.

"I told you that I liked getting spanked," she giggled.

"I appreciate your honesty," he laughed. "And I notice that your wetness is growing a little more."

"Yes," she sighed. "Is that acceptable?"

"Hmm, I guess so, given the current state of your arousal."

"Oh, Hon," Holly moaned, "I'm so turned on!"

"We'll see about that," David replied, and quickly raised his hand and lowered it twice more, counting aloud, "Five! Six!"

Holly's flinching increased with each smack and so he rubbed her again. "Oh, Baby, your butt looks so sweet," he remarked as he continued to rub her ass. This time as his fingertips neared her pussy, he began to finger her opening and rub her clit lightly. He leaned over and managed to kiss her on the cheek of her ass.

"Yes, honey," she said squirming beneath his touch and kiss. "Oh, yes!"

He withdrew his fingers from her pussy and raised his hand again, then brought it down a little lower on her butt this time, his fingertips smacking against her pussy, stinging her wet lips.

"Seven!" he called out.

"Ahh!" she cried out.

"Eight!" he counted aloud as his hand spanked against her butt again. He rubbed her ass more vigorously since both of her cheeks were reddened and quite warm to the touch. He rubbed her warm flesh lovingly, his fingers bravely entering her pussy and his thumb rubbing firmly on her hard little clit.

"Mmm, I like when you do that," Holly moaned.

Her body writhed and wiggled as he touched her, his fingers sliding in and out of her wet pussy. His other hand had roamed over her back, rubbing her and caressing her back. He slipped it up and underneath her to cup her breast. Her nipple was as stiff as he could ever remember and she flinched again when he squeezed, even as gently as he did.

"Oh, my, dear girl," he whispered, leaning over her. "You are getting very wet, Holly."

"Well, I'm very turned on," she replied, biting her lip as his fingers slid in and out her harder and faster. "Oh, Hon, I'm going to come if you keep that up."

"But I'm almost finished, Baby," he said, pulling his fingers from her pussy, and rubbing it gently. "Are you ready?"

"Oh, yes, Hon!"

"Are you sure?"

"Quit teasing me, ok?"

"All right, then," David said, raising his hand up. He brought it down again twice, calling out each smack. "Nine! Ten!"

He half expected her to jump off his lap but she remained there, letting his fingers play with her a little longer. Holly wiggled her body in response to his touch, noting the feel of his semi-rigid cock pressing up against her stomach. When he slipped his fingers from her pussy and raised them to his mouth, she eased off his lap and knelt on the floor beside him. She spread his legs and knelt between them, her lips made light soft kisses trailing down his chest, his abdomen and his belly until finally she was kissing all around his cock without putting her lips on it. He leaned back into the sofa and she felt his hips arching, letting her know exactly what he wanted. She smiled, loving every minute that gave him pleasure.

"Mmm, David," she whispered softly before her mouth engulfed his cock, slowly drawing him into her warm moist mouth. She slowly started swirling her tongue around and sucking lightly while her fingers teased his balls and between the cheeks of his ass.

David's head sank back deeply into the plush stuffing of the sofa as Holly took him into her hot wet mouth. It felt as if her lips and tongue were all over his cock while her hands moved all over his body, his balls and ass, his thighs and belly, even up to his chest and shoulders. So many times with other lovers, this kind of foreplay was only a brief diversion on the way to something else. But as she kissed and licked and sucked his cock and her hands played with the rest of his body, he didn't want her to stop. He tried to say something to her, but only a series of deep animal-like grunts and moans came from his mouth.

It felt as if he was completely under her power as she took him deeper and deeper into her mouth. His body responded to her every touch and kiss; his hips rocked in time with her rhythm and his breathing came fast and shallow and hot. David glanced down and smiled when he saw how she moved, her body wiggling side to side, her head bobbing up and down, and her arms and hands caressing his throbbing body. Then she slowly, very slowly raised her head up the entire length of his cock, dragging her teeth gently over the head until it popped out. She took it lovingly in her hand, stroking it gently but firmly as she ran her tongue up and down the underside, twirled the tip around the head, and then let it dance back down to lick his balls. She kissed them, took each one into her mouth, and then nipped at them playfully.

"So is this worth giving up ten swats on my butt?" Holly giggled. "From what I can tell, you seem to be real glad about our bargain."

"Oh, yes," David sighed, barely able to get the words out of his mouth. He reached down with both hands to caress her cheeks as she continued to lick his cock up and down. He wove his fingers into her silky hair, and then let them trail away down to her neck and onto her shoulders.

She rose up just a bit so that he could reach down to touch her breasts and tweak her nipples. She dragged her lips up the entire length of his cock and flicked her tongue on the underside of the head. Smiling devilishly for a moment, she then took him inside her again and began to work her hot wet mouth up and down, faster and faster. Although only her mouth touched his cock, it felt as if she were making love to him with her entire body the way her hands touched him and her body rubbed up against his.

Finally when he felt his balls begin to tighten up against his body, he reached down to take her sweet face in his hands. He didn't want to cum yet, so he pulled her up for a long deep wet kiss. There was the slight salty taste of precum on her lips and as they kissed she pressed her naked body against his. He ran his hands all over her body now, her breasts and shoulders and back. His fingers circled the sweet warm freshly spanked cheeks of her ass. He cupped them tightly, his nails digging in slightly, holding her close to him. He sat up so that she was perched on his lap.

"So now that you have me all hot and bothered," he whispered as he nipped at her ear lobe. "What do you think we should about it?"

"I know what I'd like to do with it," Holly answered, rocking her hips back and forth to rub against him.

"What would you like to do with it?" David asked.

"I want you to put it in me, Hon," she moaned. "I want you so much to take me anyway you want."

"Mmm, I am right there with you on that one, Baby," he replied. "After teasing you all night, I could really get into taking you hard and fast."

"Would you?" she asked, almost demandingly.

"Baby, you know I can't ever say no to you," David replied, pressing forward to kiss her strongly and firmly.

As he leaned forward, she slipped off his lap and began to rise, pulling him up from the sofa with her. He took her hands in his, holding her arms out to the side so that he could keep giving her his hot passionate kisses. Holly began to back up as he kept pressing forward until they reached the stretch of bare wall by the hallway. She worked her hands free from his grip and spun around. When she arched her back and stuck out her ass, David grabbed her wrists and raised her arms up over her head, pinning her against the wall.