Watching Over Ch. 03

Pat woke to the warmth of the sun. Billy's arm was draped across her, they were spooning. She smiled to herself; it'd been a long time since she felt warm and secure in a man's arms. She felt Billy's ridged cock poking her in the back. All of this seemed like a dream. She recounted the events of the past few hours, as she rubbed his smooth arm.

She reached behind herself, touching his hard cock in disbelief. She could not believe he was erect again!

"Are you finally awake?" Billy asked, keeping his arms around her.

"Mmmmm, I was sleeping so soundly," she purred.

"You're beautiful when you sleep." Billy said. "I've always thought you were beautiful Mrs. Radcliff," he confessed.

"It's Pat and you're just saying that."

"No, I mean it, I've had a crush on you since I was thirteen. The year we all went to Panama together." He lit up. "You had a yellow bikini and looked so beautiful in it, better than all the other girls. You and my mom were the prettiest girls there!"

"Billy, you're so sweet to say that." Pat turned over to meet his gaze. He smiled back sheepishly. She patted him on the cheek and kissed him lightly on the lips. "Let's take a shower. "

Pat walked ahead of Billy with a sashay, she felt sexy knowing that he was watching her. She was still a little sore from the hot sex.

Billy eagerly followed, casting a shadow that engulfed her. At six foot four, it was no wonder. At five-one, she felt like a dwarf.

Looking at the mirror, she giggled to herself when she saw that his big dick was pointed right at her.

Pat pulled back the curtain and started the water. She bent over to test the temperature and felt Billy's cock against her ass. She reached back and stroked it as he leaned into her. Rising, she turned around to face him, stroking his erect tool as she marveled at his size.

"You're going to need to wait a little bit big boy," she told him in a flirty voice as she stepped into the warm stream.

Billy followed, embracing her under the cascading water. She leaned against his towering body, running her hands up and down his wet back, cupping his ass teasingly as she leaned to kiss him. He reciprocated, lifting her easily, holding her above him near the shower head.

Yelping in surprise she giggled, her head almost hitting the shower head. Laughing too, he held her against the wall as she wrapped her legs tightly around his torso. He released her and she slid down his water-soaked body. Dropping to her knees, she caressed his testicles and kissed the base of his cock.

She looked up at him with a sexy smile and he looked at her intently. She kept her eyes on his as she kissed her way up his shaft. When she flicked her tongue under the head, his eyes rolled up in his head.

"Oh, ah!" Billy moaned as she sucked his head and started stroking him. His knees started to buckle. She stood to kiss him and her hand kept up a steady rhythm. He braced himself against the wall. He couldn't kiss back.

She bit his lower lip, pulling it out and down as she continued to stroke his cock hard and fast with both hands. He gasped and tensed his muscles. Smiling at the power she had over him, she eased off to allow him to gain his composure. Staggering back to a standing position, he smiled, embarrassed.

"You like that sweetie?" Pat asked.

He nodded in approval.

"You want me to make you cum?"

He nodded again.

Keeping her hands on his cock, she slid behind him, sticking her hard nipples in his back, rubbing them up and down. "Mmmmm, such a big cock," she said.

She squirted conditioner in her palm, lubricating her hand.

"Ah," he hissed.

She stroked harder, feeling herself get turned on as she did. It didn't take long before his seed sprayed through the cascading water, spattering against the shower wall. She marveled at the quantity as it slid down the wall.

"Did you like that Sweetie? Was that good?" She panted, trying to catch her breath.

"Y-Yeah," he sighed.

She rose to whisper in his ear. "Dry off and let's go back to the bedroom."

She stepped out of the shower, dried off and left the bathroom ahead of him. As he dried off, she spread the towel on the bed and lay on top of it. Pushing her wet hair off to the side, she leaned back on her elbows.

Billy stepped into the room, his limp dick wagging as he walked. She beckoned him to come closer.

Billy climbed onto the foot of the bed and crawled towards her, straddling her with his arms.

She stopped him. "Unnt Ahhhhhh. ......." She took him by the shoulders and pushed him down. He tried to suck her nipple but she pushed him again, spreading her legs wide. He took the hint, kissing her inner thigh before moving to her pussy lips.

"Oh, yes," she sighed.

He ran a wet tongue through her lips.

"Mmmmmmmm." She turned her head in pleasure.

Billy wrapped his arms around her thighs, pulling her to him, teasing her nether lips as he tasted her.

"Higher," she pleaded. He obliged, flicking her clit with his tongue. "Yes, right there, sweetie." She ground her pelvis into his face, leading him to where she wanted him to focus, instructing him as he went along.

When she was done with him, he'd be an expert at cunnilingus, she thought with satisfacdtion. Billy was a quick learner; heeding her instructions, he had Pat to orgasm in

less than ten minutes.

Proud, Billy slid up her body to kiss her. She tasted her own juices. She's surprised to feel a ridged cock on her thigh. Reaching down, she guides his cock to her entrance. "Push it in slow, let me adjust." She told him in a hushed voice. He did as she said, inching his engorged cock into her little by little.

"God, you fill me," she whispered with her eyes closed. She felt his testicles resting against her, her pussy lips straining to accommodate his girth. "Ok, sweetie, slow strokes first."

He followed her instructions, pulling out and then thrusting in at a slow pace.

"It feels so good!" she encouraged him. He kept up the rhythm until she said, "Ok, you can pick up the pace now." He did.

"Faster, faster! Oh God!" was all she could say as he pounded into her over and over. "Harder! Harder! Please!" she begged.

Billy thrusted hard into her, his balls slapping against her as he did.

She wrapped her legs around his hips pulling him as he drove her into the bed. "Yes! yes! Yes! Yes! yes! She screamed. She felt his weight slamming into her, his warmth, his massive cock in her pussy....... She watched the expressions on his face, the rippling muscles of his sexy body.

His pace slowed and he shifted his weight. The new angle added pressure to her clit and sent her over the edge. She gasped as her body rumbled to yet another intense orgasm.

"Oh, oh g-god," she stuttered out. That orgasm turned into another one and she thrashed her head side to side. Billy moaned as he came with her, she felt his cock swell and pulse inside her. Through blurred vision, she watched as his entire body strained, his mouth open, eyes shut.

He withdrew his flaccid cock and rolled to his side facing her.

"Phew," he sighed. There was a long pause before either said anything.

"I'm kinda light-headed." He laughed.

"You did a good job, sweetie," she assured him, still short of breath.

He drifted off to sleep. She napped briefly. After she woke, she admired his naked body, then put on her night gown and slipped out to make a late lunch.