"Can I ask you something, Valerie?" I said to her. We were sitting alone in the employee lounge having a late lunch together. A little coaxing had convinced Valerie to join me there that day.

"I guess so..." she replied. She was hiding behind her large frame eyewear and fiddling with the bun she perpetually had her naturally curly brunette hair in.

"Would you go with me this Saturday to the Art Fair downtown..?" I asked. I didn't think for a moment she would.

"Love to...!" she immediately said with a glitter in her eye and a smile that captivated me.

We sat and finished our lunch in silence.
__

On Thursday morning of that week, I asked a few questions about Valerie to a gal who had worked with her for about seven months. I found out that she had been married and that her husband had left her because of her apparent listlessness. Valerie was currently very single and none of the rumors of her lesbian adventures were in the least bit true.

"Jen... why does she downplay her looks the way she does?" I asked. "She is a very beautiful girl under those glasses and that blah looking wardrobe she insists upon wearing. I bet she'd turn heads if she let her hair down..."

"You're very observant, Dave..." said Jen, "Val is just so lacking in self-confidence and she thinks that no man would ever want to be close to her again, I guess. That's what I think anyway..."

"Does she trust you, Jen..?"

"I think she does, yes. Why..?"

"Well, I'm taking her out this Saturday... nothing fancy... we're just gonna go stroll around the Art Fair, but I was wondering..." I said, "do you think Valerie would allow you to pretty her up? I mean you have such good taste in clothing and make-up and all... I bet you could give her some of that confidence she lacks..."

"That is very flattering, Dave... thank you..." she said, smiling. "I'll ask her... gently..."
__

At 11:00am Saturday morning my telephone rang. It was Val.

"What time will we go..?" she asked. She sounded unsure... as if she were searching for some excuse to say she could not go with me.

"I thought we'd go at around 4pm, if that's good for you... There's places to grab a bite to eat at the Fair and there's a great blues band performing in the band shell at 6 and I sure would love to see them... whatta ya think..?" Just then I heard another voice. A female voice. At first my thoughts were of the alleged bull-dyke, then I realized it was Jens' voice I'd heard. She was there to give Val a sort of makeover. I felt slightly embarrassed then.

"I'll be ready at 4!" said Val. I realized then, too, that the sound in her voice was excitement and not apprehension. "Know how to get here?" I told her that I did not and she gave me directions to her home. I spent the day until about two-thirty puttering in my woodshop.

Turning into Val's driveway, I saw that she kept her home as neat and tidy as her office at work. I parked and strolled to the door, knocked.

"Come on in Dave..." said Val. Her voice was full of cheer and excitement. I stepped into the living room and heard soft jazz playing in another room. Second, I noticed that her taste in furnishings was exquisite. Every piece matched and arranged beautifully. Then Val appeared from a stairway leading into the basement.

"Come on downstairs, Dave..." she said, motioning to me from the stairs. I could see only her face and at first I did not recognize her. No eyeglasses. And make-up. Not a lot of make-up, just a touch. I started for the stairway as Val disappeared from my view below.

Downstairs was an entirely different looking room. Rich, dark colors prevailed and plushness seemed to be the theme. The room enticed one into leisure. Then Valerie emerged from behind a Japanese screen near the far wall. I blinked in amazement. This could not be the same Val I worked with! Her hair was loose and falling freely down her back in curls to the top of her rump. Only her bangs were tied back, braided and pulled together in the rear, held in place by a very demure maroon ribbon. Val wore a dark blue denim shirt, unbuttoned one extra button. A small necklace with a pearl attached bounced in her ample cleavage. The jeans she wore were snug as well, accenting a very flat tummy and showing the spectacular shape of her hips, thighs and calves... faded and funky... lived in. Very hometown, girl-next-doorish. Incredibly sexy. At once I was smitten.

"I was just finishing making some ice cream," said Val. Then I realized she was holding the churning bucket and preparing to transfer it's contents into another container for storage in the freezer. "Want a drink or anything..?"

I stepped closer to her and said, "No thanks... Homemade ice cream..! Yummy..."

"Yeah..." she said, smiling, "My Mom taught me to do this years ago..." I was not really interested in the ice cream. It was an excuse to get nearer to her really. I could not believe it was Val! Her breasts jiggled as she scooped the sweet goo up from the bucket. I was peeking into her open collar at her cleavage as she bent slightly forward... smooth and firm. At this angle I was afforded a glimpse of the straining red lace Victoria's Secret lovingly cupping the swell of her right breast and my heart pumped a bit faster.

"Need any help there..?" I asked.

"No... 'bout got it...!" she said, turning with the container now full and walking toward the freezer. Another stunning sight..! Her jeans wrapped her butt just so... not too tight. Snug, but allowing each lovely cheek to naturally fold and jiggle loose again with each step. When she bent down to place the container into the freeze unit, I saw a small rip in the seat of her jeans, just below the left hip pocket, through which I could then observe smooth tanned skin. My cock swelled a little in my own jeans then.

"All set!" said Val, closing the freezer door. She turned and we went back upstairs where she grabbed a light jacket and a very small purse.

Once at the Art Fair, we walked to and fro seeing the sights and enjoying the local color. Many talented people had displays set up and were at a glance the classic definition of 'starving artist'. Valerie purchased a very beautiful handmade wall hanging from a woman in her fifties who wore huge sparkling earrings and had her nails, toenails too, painted each a different color. We sat eating Szechwan chicken listening to a very old man, play a very old, five stringed guitar, singing railroad songs while his dog lay next to him and gave an occasional short, well-timed howl along with his Master. I could not help but notice how men's heads were indeed turning when they spotted Val. We walked along holding hands and I felt like a teenager again.

The blues show began at a few minutes past six. The band did several boogie-woogie numbers, then slowed the tempo a bit with a cover tune, urging the crowd to dance if they felt like it. I was watching Val. She sat through the first few tunes with her eyes shut, rocking with the beats and grinning... moving her head from side to side. When they began the slow tune, she suddenly stood up from her seat, eyes still closed and began pulling me up to her. I stood and she pulled me close to her, placing her cheek to mine and said, "Dance with me..." I followed her to the dance floor area in front of the bandshell.

Val became yet another person while we danced. She was so taken away with the music it was as if she departed and there were someone else with her arms wrapped around me. Moving slow and easy she swayed the two of us, pushing her breasts to my chest and murmuring low into my ear. Her perfume was intoxicating. I buried my face in her long brunette curls and very softly kissed her neck. She then turned around and laid her head back on my shoulder, still swaying and drifting on the rhythms. Her hands were now gripping me at the backs of my thighs, my hands flat against her tummy, pulling her tight to me. I could feel her soft butt pressed against my cock and in no time it began to give me away. She moved her ass left and right very easy and in time with the music... I was extremely turned on now and wanted nothing more than to take this gorgeous woman home and make love to her for hours and hours. So I told her...

Nibbling her earlobe lightly I took the chance and said, "Val... I very much want to take you home and make love to you tonight..." The moment I said this, I thought she would become the Valerie I knew from work, thought she would clam up and demand a ride to her door. She only began walking very slowly away from the bandshell and the crowd...

Once in my car, Val scooted over on the seat and began kissing me ravenously. She moaned and whimpered, clawed and flailed... her hands sliding all over my body. Before we had gotten one mile away from the Art Fair parking lot, Val had unfastened my belt and pants and was jerking my now hard cock up and down, at the same time she kept saying in a whispery, panting voice "yes... ohh... yes, yes... mmmm, Dave... uhmmmyes...." and staring down at my cock in her hand. Her manner so hurried and urgent. Soon her head dropped into my lap and I felt her warm, wet tongue begin to run up and down the length of my cock, wetting it and making me even harder. She then engulfed my hardon and began to very skillfully fellate me.

"Uhmmm... mmmm mmm mmmmmm mm mm mm... oh.. ahhhmmm mmm... uhm... oh Dave... uhh... mm mmm mmm...." she said as my cock glided in and out of her hot mouth. In no time she had gotten it so spit-slick that I could feel her drool wetting my balls. "Uhhhhmmm mmmm mmm... OH... god... mmmm.... cum Dave... mmmmm... cum in my mouth.....mmmmmm..." over and over she began urging me to shoot. Sucking and licking, her mouth hot and wet, gulping my cock deeper. I tried to keep the car under control and under the speed limit as we motored along for a good ten minutes toward her house, all the while Val making animal grunts and slurping noises, coaxing me to give her my load... "mmmmm... gimme it Dave... uhhnnnmmm... mmm... mmm.. want it in my tummy.... baby...oh..." she moaned.

"Val.... oh Val.... Ohhhhh ahhh baaaaabyyyy... UHHH!!" I grunted, just as we pulled into her driveway. My cum exploded forth into her mouth as she gulped it down her throat.

"Mmmmmm...mmm... mmphhffff...mmmmm... mm mm mmm..." she said as the last of my orgasm pumped into her mouth. I put the car in park as Val kept pulling my slowly softening cock with her lips and tongue, milking all my goo. My head was spinning.

She let me loose then and lay panting upon my flaccid cock, kissing it now and then, purring a little... then she said, "Come on.... let's go inside..." She looked up at me and I could see her mouth was red not from lipstick but from giving Olympian caliber head... her eyes were lidded and she looked in heat. I shut the car off and buttoned up, climbing out to follow her to the door. She fumbled with her keys, dropping them, then finally getting the correct one into the bolt. At last we entered. Once inside, Valerie tossed her purse aside, turned around and literally wrapped herself around my body. Her arms held firm as she hooked her long right leg around my waist, humping her crotch tight against my cock right through our pants. She grunted and kissed me violently, her tongue darting and swirling inside my mouth. I was still out of breath from her stellar oral love in the car and I could not hardly comprehend her behavior. This was little meek and mild Valerie from the office! raping me in her own living room!

Val reached down and gripped my ass with both her hands and panted, "Follow me...." She then calmed for a moment, let me loose slightly and turned around. We began to walk together and still locked tight to each other toward the basement steps. "I've been needing a man for some time now, Dave..." she said, guiding my left hand onto her left breast then squeezing my hand around it. Val was breathing in gasps and swallowing hard, her hair strewn across her face as if in a wind.

As we descended the steps, she began to unbutton her shirt and untuck it from her jeans.

At the bottom of the steps she stopped and said, "Wait here... I'll light some candles for us..." She then stepped away from me and disappeared into the darkness. I heard her clear her throat and then a match struck. She lit a large candle and then several smaller ones and began to distribute them around the room. When she finished, I could see that Val had dropped her shirt on the floor and had her jeans unbuttoned, the fly open. They clung very low to her voluptuous hips. She'd also taken off her mocs and strode around the room barefoot, lighting the candles.

"Something you should know..." she said, walking from the other side of the room very slowly, looking straight at me from under a few loose strands of brunette hair and pushing, tugging at her jeans... "I have not been intimate with a man in four and a half years...." she had the jeans at the apex of her hips now, still pushing them down, walking slow, staring me down... "it occurred to me that you, at this point, might think me a raving slut or a nympho or something..." her jeans were now just below mid-thigh... "and I guess I couldn't blame you, but I want you to know that that is not the case, Dave. Do you believe me..?" Her jeans were now heaped at her ankles as she stepped directly in front of me and began unfastening my pants, looking me in the eye.

I reached out and took her shoulders in each hand and said, "I think you are something special, Val... okay?" I kissed the tip of her nose, then her right cheek, then her eyebrow. "But I don't think you're any of those things..." Just then I felt her hands slide into my skivvies and under my balls to cup them in her palms gently. I was still limp as a cooked noodle.

I knelt then right in front of her. Very easily I helped her take her feet out of her jeans and then I straightened up on my knees. My face was directly level with her womanly hips. As I gazed hypnotized at her tiny, satiny white panties, inches from my nose, I slid my hands up from her calves, over her knees, up the back of each firm thigh to her bottom. Firm, yet soft and oh-so perfectly round. I very gently squeezed her behind, sighing a bit, then I moved forward closer to her, hugging her hips. I turned my head to my left and placed the side of my face directly against her mound, covered by that smooth and tight panty. There was a hint of Cache perfume either on her body or in her panties and I inhaled deep, turning my face toward her again and kissing her belly between her navel and the top edge of her panties. I turned my head to my right now and pushed my ear against her... warm and smooth. My libido awakened at this point...

"Mmmm... ohh Valerie..." I murmured very soft and low and began kissing her panty all over.... from top to as low in the crotch as I could get, at the same time, stroking her bottom from side to side, squeezing delightful handfuls. I rubbed my face round and round her pubis through those satiny undies and felt my cock begin to get a bit chubby and swollen. After a couple minutes I heard Val groan a bit and looked up at her for just a second. Her eyes were closed and her head was cocked to one side slightly... her mouth open.

Then, I got a hint of her wetness. Her musky odor filled my senses and I then began to concentrate my kissing and poking at her crotch with my nose. She'd become very wet from my attentions. Sliding my hands back and forth from under and behind, I could feel her dampness soaking the panties. My own arousal was high as well... by then I was hard as ever.

Glancing back at her face, I saw that Val had slipped her right hand under her bra and was gently massaging her breasts and nipples. She was very turned on and I buried my face against her lovely mound one last time then moved to the top edge of her panties where I clenched the elastic band with my teeth and began to pull them down. Little by little I slid Val's panties lower... tugging at the left, then right, then back to the left at the same time lightly and in a very teasing manner running my hands up the insides of her thighs to gently tickle her crotch and give a quick rub to her clit. Val was breathing steady and deep, moaning somewhat with each exhale.

With my eyes closed I suddenly felt her hands on each side of my face, pulling me upward. "Come over here..." she said and backed a step away from me, urging me to follow. In the corner and behind that Japanese screen I'd seen earlier was what looked like a futon bed, laid flat and beautifully made. Val backed up to it, her panties still covering her but riding extremely low on her hips, then sat, pulling me with her. I bent and caught myself on my hands as she scooted back to lie down. Standing again I tore my shirt and shoes off, then climbed onto the bed with her to kneel next to her. Val lay on her back, her legs closed, her hair splayed around her pretty face and a very big, anxious smile spread across her lips. I grinned too and then leaned over to kiss her mouth and felt her right hand grasp my hardness, sticking up out of my lap.

"Let me make you feel nice Valerie..." I whispered in her ear. She lay with her eyes closed and then relaxed her body.

At once I began kissing her naked breasts. Small circles I made with the tip of my tongue around each nipple, so dark and rigid... pointing straight up from her chest. I dragged my tongue from right to left then back again, my right hand slowly eased her pretty panties down her thighs and over her knees. She removed them herself with deft motions of each leg. I drug my tongue slowly down her chest then moved my body between her legs, opening them so I could fit there kneeling. Gently, easily I began kissing lower and lower... finding her wonderful mound with it's thick thatch of neatly trimmed pubic hair. Here is where the Cache had been applied! I inhaled and felt a dizzying wave of highness float through my head. Opening my eyes and lifting my head a bit, I now gazed at Valerie's most private of privates. Her pussy was indeed a thing to behold... the pubics trimmed back to reveal a very prominent set of outer lips which were now quite open and inviting. Folds of sweet female flesh here beckoning me to explore, to enjoy. Valerie's inner lips were extremely wet and glistened with her moisture even in this low light. Open a tiny bit and ready... begging me with their smell and their shape... a perfect flower. Above, her clitoris protruded shiny and swollen... pink and stubby, but easily accessible and yearning.

Val whimpered then... a short, desperate, impatient sound. She began to very slowly rotate her hips and lift her butt just slightly off the bed. I watched her for a moment or two... enjoying her urgency. I fought with every strand of my will not to simply mount her and begin banging into her body to reach my own release... no, Val deserved better. She made the little crying sound again...

I gently blew upon her open pussy then. She flinched and dropped her hips to the bed at once, inhaling quickly... I'd surprised her. I turned my head to her right thigh and kissed her there wetly. She moaned a little. I kissed the opposite thigh... the whimper again. I then very quickly and lightly fluttered my tongue from the bottom of her open slit to the top, over and, quicker still, around her pointy clit. Val grunted and then hissed through her teeth inhaling a deep breath. I moved down and gently nibbled on the left outer lip, sucking it into my mouth and twirling my tongue over it...

"Mmmuhhh..." Val grunted. My lips sucked and pulled at the other side... I kissed, sucked... then began dragging my tongue up and down, up and down the entire length of her drooling pussy. Salty and female... my mind left me then. I concentrated on Val and her every sound and every move. She was groaning and pumping her hips along with my movements, frantically holding my head, then my shoulders, then the bedspread. She clawed the headboard and then slapped her hands flat on the bed again, moaning and grinding her crotch to my mouth. I reached up to hold and squeeze and caress her stiff nipples while moving my mouth on her pussy.

"Dave... Dave... uhh.... huh...huhh... uhhhh dave dave dave...." she yelped my name over and over, her voice reaching higher and higher pitches as I sped my tongue and the motion of my head... up down, up down... side to side and up again.... "God Dave... dave dave da-vid... uhhhnnnn.. huh huh huhuuhhh.....mmmmm...dave...uh da- ...oh oh oh oh ohh..." she grunted deeply, held her breath for a moment... I could feel her hips stop moving for perhaps three full seconds, tensed and taut all over, then her orgasm exploded.

"UHHHH.....ooohhhh goddddd daaaaavid...." she howled like no other woman I'd heard before. Realizing she was in the throes of her climax, I flattened my tongue to cover her entire open cunt and firmly moved my head up and down, fighting to stay with her as her hips bucked and jerked, lifting us both completely off the bed... first up, then down, then right, then up again, grinding her sex into my mouth, both her hands pushing the back of my head tight to her cunt.

Valerie's orgasm lasted a minute, perhaps ninety seconds. She would loosen her grip on my skull, then suddenly clutch tighter, relax... then pull again as I slowed my movements as she slowed hers'... both of us breathing heavy. Finally... little by little, Valerie relaxed, cooing a chorus of "uhhmmmmm... ohhh david... uhh uhhhnnnn... oooooo...uhh uhhmmmm... ohh my godddd david...." until finally she was lying breathing and softly murmuring under her breath. I stayed very still, my hands holding her hips lightly. I heard a quiet snore. Disengaging myself from between her silken thighs, I moved up and layed next to her. Valerie had drifted off into a light sleep, breathing deeply and moaning softly. I slid my left arm under her neck and wrapped my myself close to her, kissing her cheek and falling asleep as well.

We awoke together, chilly but satisfied and happy. Valerie bounded from the bed and returned a second later with a huge fluffy comforter to cover both our naked bodies on the futon. We cuddled to each other and warmed up by kissing and sliding our hands over each other's skin. Suddenly I felt Valerie's hand lightly, quickly sliding up and down my hardon...

"There's something I didn't give you last night David..." she said to me, smiling wide...

But that's another story...

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