Arlene

She looked at me; blushing and trembling, but smiled and stood in front of me.

I smiled back at her.

"Get rid of that ugly bra, Arlene."

She pulled her bra straps down and slid the bra down and around with the clasp in front of her body. She unhooked it and let it fall to the floor. Her tits were fantastic, very impressive. Firm, standing high, they were delicious. She had silver dollar sized light pink aureoles and dark pink nipples that jutted out invitingly. Both her nipples were crinkly hard and erect. I set the glasses down on the table and sat down to see what she would do.

"I'm embarrassed, Bill. I've never shown my boobs like this before. My nipples seem to have a mind of their own."

"Oh, Jeez, Arlene. You're turned on. Your nipples just want to be caressed and sucked. Take your hands and stroke them lightly, then roll them in your fingers.

"Ohh, no.....God, I'm so embarrassed."

She was trembling even more, and she looked about to cry.

"Go ahead, Arlene. Play with your nipples."

She looked at me curiously, smiled a bit and raised her hands to her tits. She ran the tips of her fingers over and around her nipples then rubbed her nipples. She pinched them and rolled them in her fingers. She moaned and closed her eyes. Goosebumps had broken out all over her chest and arms.

"Feels good, eh? Think of how good it'll feel when I suck them, Arlene."

She opened her eyes and looked at me, her lips trembling.

"Mmm. Yes, It feels good. My nipples are so sensitive.......I'm glad you like them. I should have let you see them and play with them more in the past, and I would like you to kiss them. I feel bad about teasing you before.

"Well, Arlene. You're doing great, you should never hide that magnificent body like you do. Your tits are bigger than I thought. What size are they?"

"I'm a 34 C cup, sort of," she said. "I'm right on the borderline between C & D sizes. It's really hard for me to find a bra that fits."

"Well, Arlene, I'll take you to find some sexy bras that will fit you comfortably and show those tits of yours off.

Now, take off your pants.

She looked at me, disconcerted, then smiled a little; She sniffed once, looked at me, and slid the zipper down, wriggling her pants to her feet. Her tits jiggled alluringly, causing me to gasp a little. She looked at me, puzzled. She kicked her pants off and stood in front of me in a pair of all white full cut panties.

"Alright, Arlene. Let's make this hot for both of us. Get those horrible looking panties off right now."

"Oh God...I can't. I'm so embarrassed. I've never been naked in front of a man."

"Damn you, Arlene. You are naked, just about. Take off your panties. Show me your body. Do it and do it now, or get your ass out of her."

"Oh, Bill. I don't want to go. Give me a little time to get used to this. I'm trying. I want to do what you want. But I've never done anything like this before."

"If you're going to stay, you get naked. Then you're going to get fucked. You're going to suck my dick, too. Get your ass out of here, now! DO NOT EVER contact me again. If you are interested in being with me again, "working out our differences" as you say, you'll take those ugly panties off now."

She was still trembling but was smiling weakly.

"I want to stay. I want to please you, Bill. I want to be with you. I want you to be my lover. Just bear with me and give me time to cope with being naked with a man for the first time."

"Ok, Arlene. Take those panties off, now."

She hooked her thumbs in the waistband of her panties and bent over as she pulled them down to her ankles. She stepped out of them, and stood naked in front of me. She raised her hand brushing her hair back over her shoulder, arching her head back. Her breasts lifted, invitingly. Her neatly trimmed pubic hair was fine, soft, and light brown not quite hiding her labia.

She was a vision of feminine beauty. I shook my head and thought to myself, "What a hot woman. I should have done this long ago."

"Wait here, Arlene. Don't move."

I stood up, picked up her bra and panties, took them out the back door and threw them in the garbage. I went back in to stand in front of her.

"What did you do with my bra and panties?" she asked.

"I threw them out. They look horrible on you. Don't ever wear anything like that again."

She grimaced.

"That was good underwear, Bill. You didn't have to throw them out."

"Yes, I did. Your body is lush, Arlene. You'll wear pretty, feminine, sexy lingerie and underwear that shows off that luscious body from now on. "

"Well, what do I wear for now?" she sniffed.

"Nothing, Arlene. You're going to be naked till tomorrow. I'll take you to Frederick's or Victoria's Secret and get you something wonderful. But, you know, you're going to get to love not wearing any underwear at all."

"I've never done that, Bill."

"But you will, and you'll like it."

I smiled at her. She blushed all over, trying to cover her pussy with her hands. She managed only to push her tits together and make them shake and sway. She was a stunning, achingly gorgeous woman.

"Take your hands away from your pussy, Arlene. Put them under your hair and push it up on top of your head."

"Ok, Bill."

I drank in her beauty for that moment.

"Turn around. I want to see your ass."

She turned away.

"God, that is the most magnificent ass I've ever seen."

"Thank you, Bill. I'm happy you like it. I hope you like all of me."

" I do, Arlene. I like everything about you except the cock teasing little bitch you have inside you."

"Oh Bill. She's not here now. I don't think she'll ever be back."

"Good, that's good. How do you feel now, Arlene? Turn around now and look at me. In fact, come over here and stand in front of me."

She turned and walked the few steps to me. She smiled and looked at me, somewhat perplexed.

"I'm not sure exactly how I feel, Bill. I'm embarrassed to be naked in front of you. But I feel really wonderful to have you look at me and know you that you like what you see. I feel really warm inside. I want you to like me and I want to please you."

"Show me your pussy, Arlene."

"What do you mean, Bill?"

"I mean exactly that, little vixen. Take your hands and spread your labia and lean back a little."

She just stood there, disconcerted for a few seconds.

"Do it! And do it now."

She jerked stiffly at me raising my voice, but immediately put her fingers on her pussy and spread her lips apart. She leaned back a little. She was furiously blushing.

I could see her pink inner lips and her vaginal canal. She was wet, and her feminine juice was beginning to leak out the bottom of her canal.

"You are nice and wet, little one."

"Why, yes, I...I...I am. I feel really hot inside."

I took my index finger and inserted it into her slit. She jumped and squeaked in reflex.

"OHH! GOD! Warn me if you do that again! Please, Bill."

I licked my finger while looking into her eyes. She was wide eyed and was staring at me.

"Umm...you taste good, little one."

"Oh, my. I've never done this. What are you going to do to me?"

"I'm going to make you cum, Arlene. You're going to get fucked; then you're going to suck my cock. Then I'm going to lick your sweet little cunt. Then I'm going to fuck you again. But there's more to do first."

She blushed, her cheeks and chest red.

"What's that, Bill?"

"Turn around and bend over, Arlene."

"Ohh, my. I can't believe I'm doing this."

She turned and bent over, exposing that exquisite ass and her glistening slit. I reached down and put her hands on her butt cheeks.

"Pull your cheeks apart, Arlene. I want to see your little asshole."

"Ohh God. No one but my doctor has seen my ass like this."

I caressed her ass cheeks, then down to her thighs, back up to her pussy lips. I wet my fingers in her slit then gently touched her anus. She was sighing and moaning her hips undulating against my finger.

Ohhh, I never realized how good it would feel to have someone touch me there, Bill. Such an interesting feeling."

"There's a lot of nerve endings there, Arlene. They respond when stimulated. Before long, you're going to get fucked in your little pink asshole."

"Oh, God. It can't take anything big in it. It would hurt me bad."

"It will hurt a little the first time. But we will stretch it out some, first."

"What do you mean, stretch it out,? How can you stretch it, Bill."

"I'll tell you later, Arlene. Put your hands on the floor."

She touched the floor with her hands. Her ass was in front of me. I slapped it as hard as I could.

"Oww!! What did you do that for?"

"For being a little teasing bitch."

I hit her again on the other butt cheek as hard as I could.

"Aowww!!" She screamed and stood up.

"That hurts, Bill. Don't hit me!"

I slapped her face, but not hard.

"Get back, Arlene! Put your hands on the floor as you were, and do it NOW!"

She looked at me with a wild look, but when she saw my face she looked down and resumed her position.

I spanked her ass with several hard strokes, till her ass was red. She cried, and moaned for me to stop, but didn't move.

"Do you know why I'm spanking you, Arlene?

"Yes. I've been a really poor friend to you and I've acted really terrible to a man I think a lot of."

I pulled her up and turned her to me, and kissed her, shoving my tongue deep in her mouth. She responded, her tongue dueling with mine. Tears were running down her cheeks. She was sobbing and sniffling. I wiped the tears from her eyes and cheeks, and kissed her lightly. I ran my fingers through her hair then down to her tits, pinching and rolling her nipples, then along her back to her sore ass. She squeaked and then moaned loudly. She rejoined my kisses and caresses, melting her body against me. Suddenly, she leaned into me, pushing her belly against my cock, sliding her tongue into my mouth while her hands were rubbing and pulling my ass against her.

I massaged her back and butt cheeks, kissing her and sucking her tongue. I was hard against her. She pushed her hips against my cock. I broke the kiss.

"From now on, little one, if you screw up, you get spanked."

"I'll be good, Bill. Don't hit me anymore. Just kiss me like you just did."

"No, Arlene. I want you to undress me."

She just stood there, panting, looking at me. She smiled really strangely, then pulled my shorts down.

"Oh, My God....you don't have any underwear on. Oh, Ohh, Bill. I 've never seen one this close."

"One what, Arlene?"

"Um, your...penis."

"Penis? What's a penis, Arlene?"

"This is a penis...and it's hard, isn't it, Bill. It's hard for me."

"It's my cock, Arlene. It's hard because it's ready to fuck you."

"It's really warm, and it's too big to fit in me, Bill."

"Take my shirt off, Arlene."

She raised my shirt up and pushed it over my head. Since she was so short she was leaning on me, her tits rubbing and flattening against me. Her crinkly erect nipples scraped my chest. I leaned down to help her get my shirt off my head and sucked her nipple in my mouth.

"OhAHHHH! Ohh Bill. That's nice."

I put my hand back on her pussy, and pushed my finger into her wet slit and caressed her lips, ending up on her clit. She squealed, gasped and shoved her pussy against my hand.

"Ohh......mmmmmm.... OHH, that feels so nice."

I took my finger out of her and spread her juice on her upper lip below her nose, rubbed her lips with it and stuck my finger in her mouth. She tentatively sucked my finger, then ran her tongue over it.

"Do you want me to put my finger back in your pussy?"

She moaned, "Oh yess...please."

"Have you ever had an orgasm, Arlene?"

"Well, yeah, " she moaned.

"Have you had a cock in your pussy, Arlene?

"No, Bill. I'm a virgin. I've made myself orgasm, though."

"How, Arlene? I'd like to know how you made yourself cum."

"God, Bill. I just can't tell you, now. I'll tell you later. Please, not now. I'm feeling so lovely, warm and so pleasant. What you're doing to me is wonderful. You're exciting me, making me so hot."

I had entered her pussy with my finger while she was talking. I could see the waves of pleasure running through her. She was blushing red from her head to below her tits, her mouth open and lips trembling, her voice cracking.

I slid my finger out of her pussy and put back 2 fingers. She was sinking to the floor, her legs unsteady. I caught her, held her up. She sagged against me, swooning. I grasped her nipple, rolled it between my fingers and pinched it.

"AHOOHEEEiiiiiiiiii!!!!," she squealed.

"That hurt, Bill."

I put my fingertips on the nipple again and rolled it back and forth, looking her in the eyes, smiling.

"Ohh.....that's nice. Please don't pinch them too hard. I love what you're doing to me! Ohh..."

I increased the pressure on her nipple but just slowly, slowly.

"OHHHHAAHH! ...thats incredible! Ohh...my god."

I let go of her nipple and sat down, then tugged her into my lap. My dick was hard against her thigh. She moved a little and looked at it, her mouth open. She stared at my cock. I was oozing precum out the tip.

"What's that, Bill? There's stuff coming out of your p...I mean cock. What is it?"

"It's precum, Arlene. It helps lubricate when I enter you and helps the little sperm on its travel into your womb."

I kissed her tit and nipple.

"You said I was going to be fucked, Bill. I can't imagine how you will fit inside me. You're bigger than I am. I'm scared it will hurt me."

"It might hurt you some, Arlene. But, that's not for a while. It'll be easier than you know to take it in your little cunt. First, you're going to suck it and make me cum in your mouth. When I cum, you'll swallow it. Then, I'm going to eat your wet little cunt. After that, I'm going to slide my cock deep in that wet pussy and fuck you till you cum."

"Oh, God.....I can't suck you, Bill. It's too big."

"Oh, yes, Arlene. You'll suck it, make me cum, and swallow it."

"Oh, no!! I can't get it in my mouth. It's way too big."

"No, Arlene. It's not too big. You'll get it in enough, and you'll make me cum."

While we were talking, I was finger fucking her pussy. She was humping my finger trying to get it deeper in her, not even realizing what she was doing.

"You like my finger in your pussy, don't you, Arlene? It feels good for you, doesn't it?

"Oh, yes, Bill. You are making me feel fabulous. I'm feeling hot....so turned on. I've never felt exactly like this."

"Exactly like what, little vixen? Your pussy is really wet. You're horny, aren't you?"

"Yes..I'm horny...I'm hot...and I like what you do to me."

Her eyes were glazed over and she was panting.

"This feels so different. Ohhh....I love it."

She was undulating her hips faster and stronger against my finger. I put the finger of my other hand on her clit and gently massaged it. She yelled out and went wild, writhing and moaning.

"Oh GOD!!... OH GOD YES... do it to me... faster... oooohhhh yeeesss.."

She let out a high-pitched shriek, and then suddenly went stiff, then squealed loudly and her pussy rippled on my fingers. She screamed again, her juice oozing on my hand and down her legs. She collapsed against me, whimpering, gasping and holding my neck.

"Well, my, oh my, Arlene. What was that?"

"Oh, God, Bill.....I had an orgasm. A nice.....amazing.......tremendous... so strong....awesome. Ohh, stop, its too sensitive."

I felt her pussy spasming weakly against my fingers. I let her catch her breath, smiling at her while she was in her afterglow.

"Ahh, mmmmm......that's so good, Bill. God, I'm loving this... I wish I'd known...I've never ever done this before. I didn't want to do it, but I want to now. I feel really good. I wish I had let you do this to me long ago. You've made me feel so hot. I'll try to take you in my mouth. Show me what to do."

"Get on your knees in front of me, Arlene."

She immediately rolled off the couch and kneeled between my legs. I took my cock and held it up to her mouth. I rubbed the head over her lips, her nose and all over her cheeks.

"Suck it now, little vixen."

She opened her mouth, pulled her head back a little and her lips parted. She fit her mouth over the head.

"That's it, Arlene. Use your tongue, lick it like a Popsicle."

Her cheeks distended and her tongue slid around the head as she pushed it deeper into her mouth. I was thrusting slightly in her, feeling the entrance to her throat.

She pulled off and looked up at me.

"It doesn't taste anything like I thought it would. It feels kinda neat in my mouth. It's so warm and I feel it throbbing. Show me....tell me what to do."

"Take it in your mouth, Arlene. Lick the underside of the shaft and under the head with your tongue. Suck and lick the head. While you're sucking, slide the shaft in and out of your mouth. Careful of your teeth, though. Use your hands gently in conjunction with your mouth."

She put her arms over my legs and took my cock in her hands and started sucking it eagerly. I leaned back, put both of my hands on her tits and rolled the nipples with my fingers.

"Ohh, Bill, my nipples are so sensitive. It feels great when you do that."

Her sucking was bringing me closer to cumming and doing tingling wonders to me as she slid my dick in and out of her mouth. She would kiss and lick the head while she looked up at me with her soft, blue eyes, then start again. She was doing incredibly well for someone who had never done it before.

I was luxuriating in the luscious pleasure she was giving me, losing myself in the reverie of the sweet sexual passion washing over me. She held me in her mouth, her tongue sliding over my cockhead and her hand stroking my shaft. She raised her eyes and looked at me with lust. That did it. I felt the surge begin in my balls. My dick throbbed and I yelled a primal roar. I shot a powerful jet of cum into her mouth. The first blast sprayed into her throat as I erupted into her mouth.

"AAAGGGHHH," she coughed. She pulled off me. My second spurt splashed over her nose, lips and cheek.

"Open your mouth and stick out your tongue, Arlene!" I commanded.

She obeyed immediately. I put my cock on her tongue and squirted cum over her open mouth and covered her full lips with sperm. She looked as though she was in shock, as my cock shot another blast onto her tongue and lips. She sucked the head and swallowed. She grasped my cock in her small hands, put it on her tongue. I was still spurting cum out the tip, jerking in the throes of an intense orgasm. She sucked and licked the tip, sucking and swallowing the cum flowing out. I sank into the sweet feel of the afterglow of cumming, my cock jerking and flowing semen. She licked and sucked the tip noisily, devouring my cum. I reached out and wiped it from her nose and cheek and fed it to her. She licked it up and swallowed it all.

"That was wild and so awesome, Bill. I had no idea how it all happened when a man orgasms. I loved feeling your cock swell and throb in my mouth. I could feel your orgasm happening. I was really surprised when your stuff shot out. It was...primal...kind of raw...and there was so much of it."

She started licking my cock again and I had to tell her to stop licking because I was too sensitive. She amazed me by wiping up the cum on her body and licking it off her fingers.

"This is so naughty, Bill. But so sensual. I feel....... womanly.......that I sucked you and ate your cum. The taste is interesting....its raw.... and pure. I like this."

I put my cock to her lips and squeezed the shaft. A spurt of cum dripped out and I smeared it over her lips. She licked it up and then sucked the head and tongued under the shaft. She opened her mouth and licked my cock to the base, her tongue wet and agile.