An Affair to Remember Revisited Ch. 03

A moan escaped my lips as I begged him to touch me. "Please, please," I implored him.

"Please what Cathleen? What do you want me to do? Do you want to cum?" he asked me in a seductive tone.

"Oh yes, let me cum," I pleaded.

He pushed both my breasts together and took both nipples into his mouth and sucked them. He would release them letting them pop out of his mouth and repeated the process until my hips were moving of their own accord. He then slid his tongue across them and flicked them back and forth but stopped before I exploded in orgasm. As he touched the tip of my labia he inserted his finger inside my juicy and wet pussy searching for my clit. He then spread his remaining fingers opening my outer lips as he slid his finger back and forth over my hard pearl.

Walt then knelt and placed his warm mouth on my moisture. He flattened his tongue and slid it back and forth as he licked the length of my slit. My vulva was swollen with desire as he licked and sucked my juices from me holding my clit firmly between his lips. My muscles contracted in spasm and I squirted cum over his fingers and mouth. I moaned and trembled as my body grew weak from my intense climax.

Walt stood up and his big cock stretched forward. It was still the largest cock that I have seen if my life. He pushed me gently back on the bed and I lay back all the way, spreading my legs for him. Walt positioned himself between my thighs, took my face in his hands and leaned in to kiss me. I wrapped my arms tightly around him and held him almost in fear of the penetration I knew was to come. He slowly inched his impressive organ into me stretching my womb as he did. I whimpered into his mouth and trembled against him trying hard to control myself. Once he had gotten completely into me he paused and allowed me once again to adjust to his size before he started fucking me. It seemed like every fiber in my pussy was alive and tingling.

"Please fuck me," I whispered.

"With pleasure," he replied as a smile spread across his face and he began moving his hips.

In and out he fucked me very slowly at first and got my juices running and coating us both. He ground his pelvis into me with each inward thrust keeping his cock in constant contact with my clit. I moaned quietly as he pushed into me and gradually increased the pace. Each drive became more powerful than the last pushing deeper into me with more urgency. My moans became louder and as his strokes became quicker. As if a reflex I drew my knees up closer to my chest which gave him a deeper target. In one fluid motion Walt threw my legs over his shoulders and leaned forward supporting himself on his forearms so as not to crush me. He was breathing heavier now and grunting each time he plunged his cock into me. He ground himself harder and harder into me the friction on my clit so was unbearable. His cock was stroking my insides and stimulating my G-spot and his pelvis grinded onto my clit. I could feel myself getting closer and closer to another climax.

"Walt, I am really close. I am going to cum again," I whimpered almost out of breath.

"Cum for me, Cathleen I want you to cum for me," he said as he sped up and pushed harder and faster

Walt fucked me as hard and fast as he could as I came and came and came. My body shook uncontrollably my pussy walls clamped around his cock and I dug my nails into his shoulders as he continued to fuck me hard. As I came down from my incredible high I could feel Walt began to tense up.

"Oh here it comes Cathleen, I'm going to cum, oh yeah here it is!" Walt exclaimed as with one final shove into me he stiffened and came shooting his load deep within me.

I could feel cum hit the walls of my vagina as Walt spasmed and ground against me. The grinding on my clit sent me over the edge once more as Walt filled my pussy. As we settled down my legs slowly slipped from his body and lay limp on the bed. Walt collapsed gently on me with our bodies covered with perspiration and the love juices from our intense orgasms. We rested for awhile holding each other. It seemed like we were together for hours and I wondered what time it was. Remarkably we had only been at it just over an hour. We got up from the bed, showered, dressed and drove to the office. It had been a great start to the work day.

SUZETTE'S REPLACEMENT

Suzette came in the office one day all excited and she flashed me her engagement ring. She was delirious with happiness. I hugged her and told her how happy I was for her. Walt came out of his office when he heard the excitement and he too hugged Suzette and wished her well. She scampered off to show her ring to others in the office. I followed Walt into his office and sat in the side chair.

"She is really excited," I said with a laugh.

"Yeah she is and I'm happy for her, if that's what she wants," Walt said.

"Well time will tell but she will be on her honeymoon for awhile longer," I added.

"I bet she has blown her boyfriend away with all the sex tricks that she learned from us," Walt teased.

"She was a good sex partner in our three-ways. I will miss her," I replied.

"Yeah it was fun to add another person once in awhile. I'll miss her too," Walt said and then, "Well I have to get ready for a meeting. Do you have aerobics tonight?"

"Yes and we are getting a new instructor. I'm curious to see what she looks like," I answered.

"Maybe it will be another Janie and we can start up another threesome," Walt teased.

"Maybe we will!" I teased back.

I returned o my desk and worked on a report for Walt. He had meetings all day right up to 6:00 PM. I don't know how he did it. He was at work by 6:00 AM most mornings and stayed until at least 6:00 PM each evening. He still managed to workout and stay in shape, and he still found time to fuck my brains out. I stayed busy until it was time for aerobics and then I changed in Walt's office. It was so convenient to have the class right in our own building.

At class that night I met the new instructor Anna. She was an intimidating figure who stood at 6' tall and probably weighed 140 pounds. She had an Amazon look about her with her well tanned skin and long flowing brown hair. Her eyes were a piercing dark brown and she had a mysterious look about her. In spite of that she was beautiful, muscular and had a beautiful shape. She looked stronger than anyone in the class including the couple of guys that attended.

The class was excellent and Anna moved effortlessly through the workout as she led the class. She worked us harder than our previous instructor and everyone felt it. After class everyone but I left the room as Anna picked up her equipment. I offered to help her since I still had some time to kill before Walt could drive me home.

"You don't have to help me. I'm used to picking up," she said with a sexy smile.

"Oh I have some time. My boss is giving me a ride home and it will be a couple of hours at least before he gets out of meetings," I replied as I picked up some steps.

Anna asked me where I lived and when I told her she offered me a ride since she was headed that way. I smiled and accepted as Walt and I did not plan to have sex that night and then he would not have to go out of his way. I told Anna I would meet her outside the building in 10 minutes. I went back to Walt's office to pick up my clothes and leave him a note that I was getting a ride home with Anna. I noticed that I had a message on my voice mail and it was Terry telling me that he was going to be very late tonight. "What a surprise!" I thought to myself. I gathered up my clothes and met Anna outside the building. She was driving and SUV which did not surprise me at all as she looked the outdoors type.

"Are you in a big hurry this evening?" Anna asked.

"No not really, why do you ask?" I replied.

"I wanted to see if you would like to come over to my place and have a drink and we could get better acquainted," she offered.

"Sure, I'd like that. Are you sure it's not too much trouble?" I responded.

"No trouble at all, in fact I'm in the mood for some company," Anna replied in an almost sultry tone.

We arrived at her condo which was actually only a few minutes drive from my house. She invited me in and I followed her into her condo. The place was tastefully decorated and she told me to relax in the great room.

"Is white wine okay?" she called out to me.

"Perfect, it's my favorite," I called back.

Anna entered the room with the wine and handed me a glass. We toasted each other and she sat across from me. We got acquainted and we learned about each other as we shared our personal life stories. However I did not tell her about Walt or Suzette. I felt my body getting stiffer as I sat there and I must have moved funny but it was obvious to Anna that I was feeling it. Anna asked me if I was alright and I told her that she worked us pretty hard. Then she surprised me when she asked if I would like a massage. I then learned that in addition to being an aerobic instructor and personal trainer that she was a licensed Masseuse.

I accepted her offer and she smiled and left the room. She then returned with a massage table and opened it up right in the family room. I stood up and began to take off my aerobic outfit and I was prepared to strip down to my sport bra and shorts. As I started to take off my outfit, Anna stopped me.

"No, no my dear let me do that for you," she said in her sultry voice.

Anna surprised me when she peeled off my top and sport bra. Then she complemented me on my breasts as she rubbed them. I stood frozen to the spot as I had never expected things to move this quickly.

"They are so lovely and just the right size. I love you hard little nubs," she said as she kissed, sucked, fondled my small firm tits and tweaked my nipples.

She was so gentle for such a physical woman. She worked her way down my body to my abdomen and kissed me along the waistline. She pulled my shorts down over my buns and gasped as my ass came into view. Anna was fascinated with my ass and told me that she would love to kiss it and rim my asshole. She kissed and played with my bottom a little longer before removing my shorts all the way. She turned me toward her and licked my pussy a couple of times tasting me.

"Now first the massage and then we will play a little bit," she said as she patted my ass and tapped the massage table. "First the front and then the back," she directed.

I hopped up on the table and lay on my back. Anna massaged every part of my body working out every kink and muscle tightness. She then had me turn over on my stomach and repeated the process on my shoulders, back and legs. I was totally relaxed when she finished. Anna then broke out some massage oil that had a pleasant almond-like scent. She rubbed it all over the back of my body and paid a lot of attention to my ass.

Anna was rubbing the oil into my buttocks when she spoke, "I know I have said this many times already this evening but you have the most incredible ass and now I am going to make love to your beautiful bottom".

Anna lifted me by my hips so that my ass was elevated. She began kissing my shapely ass cheeks and rubbing her hands all over them. She tongued my asshole probing and licking my pink little rosebud. She surprised me when she placed one of her fingers at the entrance to my asshole and rubbed more oil around it. Then she slipped her slender finger into my bung hole and slowly moved it back and forth. At first I tensed up but then I relaxed as she continued to finger me. Anna inserted a couple of fingers in my pussy and moved her hand back and forth. She was fucking my pussy and ass and the same time with her fingers then with her other hand she searched for my clit hiding underneath its protective hood.

Anna twirled my clit in her fingers as she continued to finger fuck me with her hand. She then removed her finger from my asshole and replaced it with her thumb. She inserted the thumb slowly and allowed me to adjust to the increased thickness in my bung hole. Anna added the fingers to my pussy again and held me in a bowling ball grip. As she flexed her fingers and thumb together and rubbed my clit with her other hand I exploded with my first orgasm of the day.

Anna removed her hands and rolled me over on my back. She then dove into my womb clamping her mouth down on my pussy and sucked up my juice. As she lapped up my female juices she re-inserted a finger in my anus which caused me to flinch with yet another small orgasm. Anna sucked me dry and then she removed her finger from my ass then she came around the table to kiss me. She kissed me plunging her tongue into my mouth searching for my tongue. As we tongued dueled I could taste the juices from my pussy.

Anna's condo was a cozy 2 bedroom unit with a very comfortable great room. Anna offered me a terry robe. We sat next to each other on her sofa in our robes sipping excellent Chablis and engaging in light conversation. The terry robes were very fairly short and ended a good 12" above our knees. Our legs touched as we drank wine and chatted and I knew we were both becoming aroused. Anna turned toward me and kissed my face lightly between sips of wine and then kissed me on the lips. I returned her kiss and as I did I felt her hand snake under my robe and travel up my thigh to my mound. Anna rubbed my mound a little bit and then sunk her finger into my very wet pussy. Anna added a second finger to my pussy extracting a moan from my lips.

"Let's take this inside," she suggested and led me by the hand to her bedroom.

Once inside her bedroom we both let the robes slip from our bodies and slide to the floor. The bedroom was dimly lit but it was light enough for us to see the other's beauty. We came together on her bed wrapping our arms around each other and crushing our breasts together. Our legs intertwined so that we both had the other's thigh pressing against our mounds. In moments our pussies were sopping wet with excitement. Anna rolled over on her back and positioned me over her in a 69 position. We drove at each other's pussy plunging our tongues deep in each other's cunt. We searched for our clits tucked behind the protective hoods and nibbled them and rolled them in our teeth. Anna had both hands on my ass and lovingly massaged my ass cheeks as she devoured my pussy. I plunged two fingers in her womb as I ate her pussy.

My orgasm was building rapidly and I knew I was in for another intense one. Anna started humping my face as her body lost control and I covered her face with my cunt as my flood gates opened. We held tight to each other as we humped each other's face drenching them with our female juices. We held each other for a few minutes after our intense orgasms and Anna loving stroked my ass and lightly kissed my buns. I rolled off of her and Anna left the bed stating that she would be right back. I lay on my back in a relaxed state. I thought that it was amazing how the aftermath of an intense orgasm can be so calming and so relaxing.

I thought my eyes were playing tricks on me as I tried to focus on the figure standing in the doorway to Anna's bedroom. The figure leaned against the door jam and appeared to be naked and looked like he was displaying an impressive erection. The person was looking at me on the bed and then slowly turned and moved in my direction. As the person approached I could see better and then I realized it was Anna. She slowly closed the space between us and I could now see that she had an erect cock. I knew it had to be a dildo attached to her. She gradually moved closer and I finally saw the harness holding the strap-on dildo.

Anna looked menacing wearing the strap-on with her Amazon physique. She was like the hunter stalking her prey and I being the over matched prey had only one choice, to be submissive. Anna knelt up on the bed and looked down at me and smiled.

"How do you like my cock," she asked in a sultry manner?

I couldn't believe how real it looked with the mushroom head and the lifelike veins. It was about 8" long and 5" around very close to size of Walt's cock.

"I have been thinking about this for awhile but I wanted to wait until the right moment," Anna whispered.

Anna lay beside me playing with my body cupping my breasts and stroking the nipples for quite sometime. Then she lowered her head and took one of my hardened nipples between her teeth and bit down on it gently. I gasped with delight as she rolled the nub in her teeth. Anna then rolled over so she was on top of me and slowly stroked the artificial penis across my perineum, thoroughly coating the length of it with the juices from our torrid 69 that were still dribbling out from between my puffy labia lips.

She crawled between my spread thighs and pressed the head of the dildo against my gaping slit. I moaned and opened her legs wider as Anna worked the phallus inside me. She slowly thrust forward until the massive cock was completely buried inside my tight cunt. She then started rotating her hips, churning the toy about as she kept the fake cock in constant contact with my clit.

I wrapped my legs around her muscular torso opening myself up fully to the Anna's ministrations. Anna was soon pummeling the fake dick harder and faster with her stomach slamming against my abdomen. I could feel the intense orgasm building up in my slender form as her Amazon body pounded the phallic-shaped object in and out of my sopping wet pussy. My body grew rigid and just as I was about to scream Anna pressed her lips against me forcing her tongue into my open mouth.

My body wracked by the orgasm I convulsed spontaneously while trying to catch my breath. Anna was still moments away from her own climactic conclusion and she continued to pummel the artificial penis into me. In the dimly lit room the sweat glistened off of Anna's skin and poured down her back and sides, soaking the sheet beneath us. As Anna's own orgasm flooded her groin, her movement finally slowed down to the light bucking of her hips until everything has subsided.

We rested in each other's arms with Anna on top of me and the fake cock still buried in my pussy. Slowly Anna lifted herself off of me and backed the dildo out of my womb. Anna rolled me over on my stomach and began to massage my body. She worked my shoulders down to my lower back and as she straddled me I could feel her imitation cock brushing my buttocks. Anna continued to massage my body working the knots and kinks out of it. She moved her hands to my legs and worked them up to my butt. She rubbed my shapely ass cheeks and then she lifted me up by the hips elevating my ass.

"I have to fuck you once more before I take you home," she said, her voice cracking.

Anna eased the fake dick into my pussy as she held on to my ass cheeks. She fucked me slowly and massaged my ass. I reached my own hand up to my pussy and diddled my clit as the phallus plunged in and out of my hole. Anna seemed mesmerized with my ass as she fucked me and molded my shapely ass in her hands. I had several more orgasms before Anna stopped fucking me. My last orgasm being the most intense as Anna finger fucked my asshole as the dildo pounded my pussy.

I collapsed on the bed and pleaded, "Anna no more, please no more, I can't take anymore!"

Anna and I showered, dressed and then she drove me home. I realized that I had been with her for almost three hours. When I arrived home, Terry was still out so I watched TV for awhile and then went to bed. As I lay in bed I thought about Anna. She had told me that she dated guys but she had never told me about her attraction toward women. Now I knew. I couldn't wait to get to the office tomorrow and tell Walt what happened. I planned to introduce Anna to Walt and I hoped that she liked him well enough for the three of us to get along. The possibilities were exciting.