Valerie Comes Out of Her Shell Ch. 3

"Sweet Valerie..." I whispered, inhaling the scent in her dark brunette hair. She was lying to my left, curled up with her head resting on my left shoulder. Her legs were entwined around mine. I was lying flat on my back reaching behind her to hold her butt and occasionally slide my right hand up her smooth back. I glanced around the room. On a very ornate nightstand next to the bed I spied a small digital clock that read 2:09pm. We had been asleep until about 11 this morning, so our playtime had taken up the better part of three hours.

I grinned thinking of my genius asking Valerie out. Then I thought of the bucket of ice cream on the floor.... Very carefully I slipped loose from Val and covered her with the fluffy comforter, trying not to wake her as I did. I stepped around the Japanese screen and there was the bucket, spoon sticking out, marooned in the center of the floor. I padded lightly to it and looked in. It was melting but not completely gone as yet. Lifting it I stepped to the freezer unit and quietly replaced the bucket with the lid tightly covering it. Now I was holding a sticky wooden spoon in my right hand. Not seeing a sink, I headed for the stairs.

Once above, I located the kitchen easily and rinsed the spoon... left it in the sink. I got nosey then. I looked around the three rooms I could see from where I was and saw that Valerie was a very neat and orderly lady. Almost too ordered. On the wall in the dining area was a photo of Val and a handsome man wearing a somewhat goofy looking pirates' cap. He was smiling and holding what looked to be a cocktail of some kind in his right hand. Valerie was not smiling. She was looking to the right of the camera and had a look of exasperation on her face... impatience, even fear.

"That's Howard... my ex...." said Val. I was startled and looked quickly toward the sound. Val was standing at the top of the stairs smiling and looking at me. My breath caught again seeing her. She had slipped back into her jeans, but did not have them fastened... zipper down. She wore no top at all. "He and I were in Florida for a week... had that picture taken at a club."

"How long were you married?" I asked as gently as I could.

"Two glorious years..." Val replied flatly, "glad that's over..." She walked to the sink then and said nothing more, only took a glass from the cupboard and poured herself some orange juice from the fridge. "Want some..?" she offered her glass and stepped toward me. I took a sip and handed it back to her. "I'm gonna make a little lunch... are you hungry?"

"I could eat a horse... with ice cream..." Val smiled her wicked smile and turned to the kitchen hitching up her jeans.

After watching a topless Valerie prepare two very light and tasty salads for our lunch, she and I sat at her dining table silently for a few minutes.

"I'm gonna get a shower..." she declared, "something sticky on me..." she said with that smile. After rinsing our plates she turned and started down the hallway. "Coming with..?"

I nearly sprinted down the hall....

We stood under streaming hot water, facing each other, arms wrapped around one another, kissing sloppily. Vals' body was wet and slick against mine. She turned around and picked up the soap bar to begin sudsing. I reached around her and pulled her back against me... my hardon fitting nicely between her wet buns. I took the soap from her hands and began to glide the bar in gentle circular motions on her tummy. Up to her breasts, back to her tummy... lower to her thighs. Val had tied her hair on top of her head and I sucked gently on her nape watching over her shoulder as my hands slid in bubbly trails along the outsides of her womanly hips.

"Mmmmmmm... god you're a beautiful woman Valerie... sooo beautiful..." I said low into her ear, nibbling the lobe and kissing lightly. We took turns soaping each other and scrubbing and rinsing, then shut off the water and began to dry each other as well. I could not keep my hands off this gorgeous girl!

Val let her hair loose and shook her head a bit to allow it to dry at the ends and around her face.

"Let me brush your hair, Val..." I said, half asking, half begging. Her eyes lit up, "Are you serious..?" she said. "I'd love that!" We hung our towels and walked into her bedroom holding hands. Val arranged several large pillows on the floor at the end of the bed upon which she finally sat with her back to me, sitting on the foot of the bed. I began to brush snarls from her hair.

"My ex would never ever do something like this for me..." she said. Her eyes were closed and there was a smile across her face. She was enjoying my efforts.

"I hope you don't take offense Val..." I began, "and it's not really my business but, if you don't mind my saying, your ex must have been a real dumbass.."

Val threw her head back and let out a very rich and genuine laugh. "Oh David...!" she said, still laughing, "you are sooo right! He was a dumbass alright! A real and true dumbass!" She laughed for another couple minutes, giggling... slowing down, then starting all over again.

"Val... why do you play your good looks down so much at the office? Since the moment I saw you yesterday before we went to the Fair, I've been wondering how you could be the same Valerie..!"

"It was the dumbass... his fault..." she said haltingly. "He made me feel rather worthless in those two years we were married. I was the real dumbass...! I let him convince me of it!" She giggled a bit more then, but not with humor so much as humility.

"Well..." I said, brushing the last of the snarls out, "I don't even care to hear what he said to make you feel that way, Val. Just know this... I think you're a sexy, intelligent, sensitive, witty and utterly gorgeous woman. Okay..?"

Val turned around onto her knees atop the pile of pillows, faced me, her hands on my knees... "Okay." she said and kissed my mouth quickly. Then she tilted her head down and looked at my flaccid cock hanging/lying on the bedspread. "Yer pretty hot too, David..." She then leaned down and before I could say a word took the entire length into her warm mouth, burying her nose in my pubic hair. She did not move, merely held me this way for a minute, then I felt her tongue begin to slither along the top, sides, underside. The inevitable began... my cock thickened and lengthened in her mouth. I straightened my legs out from under me and leaned back on my hands. My god, I thought, this girl...!

I reached down and began pulling Val up to me from under her arms. She dropped my erection from her lips and crawled forward. We kissed as I eased myself and her back onto the bed. Rolling her over, I laid her on her back and let my hands slide over her warm skin... kissing her mouth. Soon my lips wandered over her body and Val began panting as I teased her with my tongue and lips. I moved around into a 69 position and she greedily gobbled my cock back into her mouth as I kissed and tounged her sweet wet pussy. She smelled of jasmine and spice and in three or four minutes I pulled my hips away from her face and moved around quickly, laying my body flat over hers.

"I want to make love to you Valerie..." I said to her. I gently moved to the foot of the bed and fetched one of the pillows there. Moving again next to her, I snaked my left hand beneath her slim waist and began to lift her bottom off the bed. She got my hint very fast and assisted by pulling herself up and holding there for a moment while I slid the pillow under her butt. She rested again and at once spread her long legs wide apart, pulling her heels off the bed and bending her knees. I crawled around to put myself between them.

This sight was another work of art. Not an ounce of fat showed upon this girls body and her slit was so very wet and wide open, glistening with lubrication and seemingly reaching out for my cock. I moved closer on my knees and then gripped the shaft of my cock at the very base with a thumb and forefinger, bending it slightly down and pointing the head directly at the wet opening. I slid the tip up and down her wet lips, putting some lubrication on me as well.

"Oh Daaaa..." Val said, very much out of breath and gazing down at my cock, "do it David... uhhmmmm..mmmmmmm... ohhhh fuuuuuuck me David...uhhhhhnnnn...."

I gently inserted the head. My mind nearly snapped at the hot, wet feeling of Vals' cunt. I pushed forward a bit and watched two inches disappear inside her... I pulled back gently and left only the very tip still in her... forward... three inches... four... six.... I pulled back out completely and heard Val make that cute, desperate whimper. This served only to turn me on more. I very gently but steadily imbedded my raging cock in Valerie. I stopped and did not move then, savoring the heat and the wetness inside her. Val was now clinging to the bedspread, her hands in fists gripping wads of the cover and making short, animal grunts in her throat. She had her back arched and then flat, arched, flat... I moved with her so my cock would not slide in or out. I could tell this was maddening to her.

Still on my knees, looking down at Val with her legs wide apart, I leaned back on my hands and lifted my butt off my heels. This buried me a bit deeper and I could feel Vals' cervix on the tip of my cock way up inside her...

"UHHhhhhh.... Dave.... uhuhhh... fuck me Daaa... FUCK meee....!! Huhhmmmm... " she cried. I began to pump her slowly, drawing back a few inches then driving forward with a quick motion that sent a gripping spasm thru her pussy, gripping and clenching my hardon with each withdrawl. I did this steadily... somewhat teasingly, if it had been as long as she'd said since her last real fuck, I knew the tension would drive her wild.

Soon Vals' hands were slapping the bed at her sides. She'd let go and raise her hands then bring them down again as if being tortured. I pumped her steadily and faithfully, never going any faster or slower and never pulling back too far... just a slow, steady pistoning that suprisingly enough wasn't edging me too close to orgasm. My focus was on Val and her rising passion. It was fascinating to watch and hear...

"Dave... uhh... uhhh... mmm ohhh DAVE..! PLEASE...!!" she cried out and began to buck her hips, attempting to make me move faster. She wrapped her legs arond my waist and tried to pull me deeper into her but my leverage was firm and I held off, watching her contorted face. She was opening and closing her mouth, running her tounge round her lips and squinting her eyes tightly closed... inhaling in gulps and gasps.

All at once Val arched her back and reached down with both hands, one on each of my thighs, gripping tightly, painfully... digging her nails. "Uhhh...OOH OHHH OHHHHHH AHHHHHHHUHHH....!!" she was yelling now, loudly and very high pitched. Her legs squeezed me tighter and she tensed all over with her head tilted all the way up, mucles straining. This orgasm was more intense than the one she'd had the previous night... longer and all-consuming... I continued my steady pistoning until her grip went lank and her body relaxed. She came down slowly... the jolts ebbing away little by little... leaving her loose around my cock and utterly dripping, running with juices. I slowed my thrusts to a very tiny pump now and then, my cock still as hard as when we began. Gently and very, very slowly I pulled out of her cunt, my cock springing upward.

"Mmmmmother of god David...! Thasss.... uhhhhmmmm..." her voice trailed off then and she lay panting and breathing deep, her breasts heaving on her chest. I moved up on all fours and hovered over her. I placed my cock down against her damp mound and pushed down on her. She ground her hips up to me.

Without a word I pulled my hips back and began to enter her again. No resistance inside her at all now... she was very open and wet. I slid my entire cock completely into her wet cunt and then wrapped my arms around her, cradling the back of her head in my right hand. I now pulled up on my knees a bit to take my weight off her and began to pump in and out steadily, slowly. Her cunt was looser now but not so much as to not be pleasing in it's sensation. Wet and slippery... so hot that it felt as if I had inserted myself into a burning oven, which, in effect, I had...

"Oh Dave... I'm... uhhh.. uhh..." said Val as I pumped into her again, steadily and mercilessly. She met my thrusts now with sexy motions of her hips and thighs. I sped up and began licking her nipples... sucking and biting. Val began her moaning and that throaty grunt again. I could tell her lust and passion were rising. I moved my hips from side to side and this brought her to a new height of lust. Val had her arms around me urgently pulling me down to her with each inward thrust... I felt her nails digging again. My cock felt three feet long so deep inside her... harder than I remember it ever being.

I stopped riding her then and reached my left foot outside of hers and said, "Close your legs together, hon..." She put her legs tightly together at once while my cock lay buried inside her. I spread my legs apart and put the weight of my lower body on her thighs, pumping her now... My cock gliding along high up and going into her from a downward angle, rubbing directly against her stiff clit. Val went completely bonkers then. She yelled out so loud that I had thought at first I'd somehow hurt her. She bucked and ground her hips up toward me in a frenzied manner, clawing my back with her nails... she cried out and became completely tense again. "OHHHHHHH.... DAAAAAAVIIIDD....!!! UHHHHHH HUH HUH HUH...!" she bellowed as she began another orgasm, this one more fierce than the first. For a moment, with all her clawing and thrashing, I thought she was going to hurt me...

Val's strength seemed to have increased as she howled long and loud with each spasm that jerked through her belly. She lifted herself and me, together, off the bed, supported by her upper back and heels. It was all I could do to hang on and continue pounding into her body in this position... After she had cum no less than four times, I began to feel my own building climax. I did not slow my pace, however. It seemed to me that at this velocity and in this position I was going to have a real nuclear ignition. Further and further the tingling went up, up, up until I was teetering at the edge.

"Val... goddamn baby... huh huh.... I'm.... gonna... cummm...mmm...mmmm...mmm..." I said to her, panting and sweating.

"UHHHHmmmm.... Daaaavid.... don't cum.... inside meee...." she said, "uh uh.... cum on my.... belly... OHH OH ohhh...ohh...uh uh...." Valerie was now holding my ass with each hand and literally slamming me down against her every time I began my inward thrust...

"Ohhhhhh Daaa.... vid.... UH UH UHHmmm...mmmm... mmm... do it baby... uhhhh-huh... cum for me....OHHH OH OHH.... DO IT!!" she cried.

I pumped in one more time and as I did, Val clamped her legs together even tighter. The sensation around my hardon was incredible. I at once began pumping furiously in and out, in and out as fast as I was able... Then I saw nothing but white before my eyes as my orgasm took me completely away. I jerked my cock out of Valerie quickly and felt a spurt of cum squish between us as she forced her hand to her cunt and continued to cum and cum, rubbing herself and groaning loudly. She was now scratching my ass cheek with the nails of her left hand and yelling for me to go, go, go... This orgasm was not as lengthy or intense as the others I'd had with Val... this time it seemed to occur more in my mind than in my body. My real joy came from hearing Valerie become lost in her own passion and joy. I'd an idea earlier that she deserved it...

Laying like this together, we let our breathing and heart rates return to normal. Val continued to massage herself and moan blissfully. We again fell to light sleep. Upon waking, we remained together and talked quietly. My cock had gone soft and there was a sticky mess on both our bellys. We got up and again took another shower together. Even with Valerie sliding her perfect tits... with those pointy, hard little nipples across my chest, back and even my cock, I simply could not attain another hardon... She had spent every bit of my lust. After our shower, we dressed and I said goodnight to Valerie. It was 7:45pm when I started my truck and drove home.

Next morning, putting on my pants, I noticed that Valerie had actually raised a bit of soreness along the ridge of the head of my cock... Along the sides as well.

When I saw Val at the office, I noticed that she had worn her hair loose and left the spectacles at home, too. Her attire was less conservative and she seemed more alive than any of us had ever remembered her. She radiated pure wanton lust.

Our mutual friend Jen came by my desk, leaned close to me, gestured toward Valerie and said, "That must have been some date...!"