Beautiful Pt. 02

The music started, slow and romantic, and I put my head on her shoulder as she pulled me close, swaying gently to the soft beat. Sandy's voice, a rich alto, sounded softly in my ear as Mr. Clapton began his song.

It's late in the evening, she's wondering what clothes to wear

She puts on her makeup, and brushes her long *dark* hair

I grinned and nuzzled against her as she changed the lyric to match my hair color, letting the beautiful words caress my wounded heart.

And then she asks me, do I look alright?

And I say yes, you look wonderful tonight.

Her presence was a fire, warming me through. Tears began to fall from my eyes as the woman embracing me continued to sing softly in my ear.

We go to a party, and everyone turns to see

This beautiful lady, that's walking around with me.

She moved a hand to the back of my head, holding me to her, the emotion thick in her voice as my tears as she continued singing. I clung to her, praying with everything I was that the words she was singing to me were true, that against all reason somehow, someone could love me. That I was wanted, desired.

And then I tell her, as I turn out the light.

I say my darling, you are wonderful tonight

Oh, my Darling, you are wonderful tonight.

I turned my face upwards, and Sandy covered my lips with hers. We kissed deep and long, our tongues caressing as the music faded away. I didn't care if this was a dream or not, I wanted it, and I needed it.

Sandy pulled away slightly, her eyes locked on mine as her hand cupped the side of my face. "Melanie? May I take you to bed?"

"Yes," I moved closer, my lips brushing against hers again. "Yes, please."

The briefest of smiles spread on her face before her lips took mine, and I whimpered in happiness as my mind surrendered to what was happening. Sandy's hands moved to my shoulders before sliding down my arms until our fingers were interlocked.

She lifted her left hand, turning me so my back was to her, kissing my neck as I tilted my head to the side. She played with the clasp on my gown for a moment. "You look so beautiful in this dress, Melanie, but I don't think we're going to need it any more tonight."

As I felt the clasp release and the hidden zipper lower, a wash of panic rolled through me. I wasn't exactly wearing sexy lingerie. In fact, the body shaping suit I had on was about the most ridiculous looking thing I owned. She was going to see, and then she'd laugh. But then again, odd as my body suit looked, it definitely hid some of my more serious flaws. What happens when she takes it off? I wasn't sure which I dreaded more.

My eyes closed as my dress slid over my shoulders, my heart thumping in my chest as I waited for Sandy's reaction, but no laughter came. What did was a long, slow caress up from my thighs, over my hip and belly to my breasts, making me moan and lean back against her.

"God, Melanie, I love your body."

I grimaced. "It'll be, ooh, an entirely different story if I take this off." I pulled on the strap of my body suit.

"No, it won't. Come on." Sandy took my hand and pulled me toward the sliding doors to our right. They parted in the center, moving with the barest hint of noise on the iron rails above, revealing a huge, king sized bed with a blue comforter beyond.

I walked forward almost in a trance, my head desperately trying to make sense of what was happening. I knew what my body wanted, the hum of my skin and the building dampness between my legs made that abundantly clear. Now if I could just shut my damn mind off and enjoy it.

I heard the doors shut behind me as I delicately touched the bed, and then suddenly Sandy's arms were around my middle. A hand slid up my side, pulling my dark hair away from my neck. Sandy's tongue traced over my ear. "Turn around baby."

I obeyed, my eyes locking onto her blazing gaze, which I couldn't look away from. Not that I wanted to. I wanted to just stare into her and bask in the giddy, ridiculous joy that someone so amazing wanted me.

Her hands went to my shoulders, fingertips tracing down the skin of my chest, over my lace covered breasts, until they found the zipper to my body suit. She held the top as she began to lower it, slowly tracing the skin revealed. I could feel my body pushing against the loosening material, and my anxieties about what my partner would think came crashing back.

Sandy was looking down, but as she glanced back up I knew she could see the worry in my eyes. She kissed me, the passion there soothing the worst of my worries for a moment. Sandy slipped the shoulder straps of my shapewear down over my arms before dropping to her knees in front of me, peeling the garment slowly down my body.

I sucked my lips between my teeth as I was revealed to her, a part of me expecting every moment for her to say, "Ick, never mind."

The garment dropped past my navel, and Sandy planted a string of soft kisses on my belly, her hand caressing the love handles that had to be as obvious to her as they were to me every time I looked in the mirror.

My eyes were squeezed shut, desperate to enjoy this feeling for as long as it lasted, and the shapewear was pulled past my backside and thighs, my most hated part of my traitorous body. Without my undergarment there was no hiding the cellulite.

"Oh, my god, Melanie, you're gorgeous. So beautiful." Her hands ran freely over my skin, trailing heat and energy wherever they touched. She trailed kisses along my hip, fingers coming close to my core. "You're so wet baby." She took a shuddering breath. "Let's get this off you, I want you on the bed."

The shapewear went past my calves and over my feet. "Step out of it." I did, and it was gone. I was naked, except for my bra, with another woman. Holy shit! What am I doing?

Sandy stood up and kissed me, me whimpering at the contact. I was terrified, but I definitely didn't want to stop. I didn't want it to ever stop. Her lips moved back to my neck, little high-pitched moans issuing from my mouth with every peck.

Sandy giggled, pressing her forehead to mine, looking deep in my eyes as she smiled. "You make the cutest sounds." She kissed my cheek. "Get on the bed, beautiful."

I sat on the soft mattress, scooting back towards the middle as Sandy climbed on after me. She kissed my chest as her arms went around me, and I was so lost in the sensations that I didn't realize she was unhooking my bra until it came loose. Sandy pulled it around my shoulders and tossed it onto the floor, her eyes locked on my triple D's as they spilled free.

"Oh, god, Melanie, wow." Her voice dripped with lust as her hand lifted one of my breasts. Her mouth closed over the other, completely taking in my large, pink areola. I groaned as the exquisite sensation rolled and ricocheted through me, falling onto my back, my head settling onto a pillow. Sandy came with me, covering me with her still clothed body as she suckled on my breasts, one, then the other, and back again.

I pushed my chest up against her, groaning as my pleasure spiraled higher. Just when I didn't think I could take anymore she let my breast pop free, crawling over me until we were kissing more deeply than I think I ever had, our tongues swirling around each other, each desperate to touch as much of its counterpart as possible.

My hands ran over her pajamas, pulling on them so I could feel her skin against mine. She got the idea, our mouths separating as she sat up and stripped off her top. I could feel my eyes straining to widen further as they took in her soft, rounded breasts sitting atop a hard, muscled torso.

I sat up reaching for her perfection with my mouth, and her hand slid behind my head, gently holding me to her as my lips closed over her firm, small nipples. My fingers ran over the muscles of her abs and back as I suckled, my fantasy finally coming true after over thirty years of waiting. It was so different, worshiping a woman's breasts. The way she moved, pressed against me, soft and sensual, so alien to everything I'd ever experienced before.

"Mmm, okay, wow." Sandy pushed me away, catching her breath. "God, I want you. Lie down. I'm going to take care of you, gonna make you feel so good, because you deserve to feel good." She kissed my cheek, guiding me down onto the bed. "You should always have someone who tells you how amazing you are." Her mouth found mine, only lingering a moment before it began its journey south.

"God these are perfect." She kissed and nibbled at my breasts for a long moment before her lips began to trail their way down over my soft belly. Almost on instinct my legs parted, and her warm body pressed against my core as she continued to make her way closer.

Her lips and tongue traveled sensually over my inner thighs, up to my knee and then back down the other side. My whole body was shaking. All the while Sandy was telling me what she loved about my body, how soft my skin was or how good it felt to touch.

Suddenly she was centered between my legs. "Jesus, Melanie, you smell amazing. Mmm." With that she leaned forward and ran her tongue through my folds. I reached back and grabbed the wooden slats of the headboard, trying not to float off the mattress at the intensity of the pleasure.

Sandy's tongue was slow and deliberate, never in any hurry to get anywhere, always willing to spend copious amounts of time anywhere it found tasty. Sandy's arms wrapped around my legs, holding me open so she could feast, and slowly I relaxed, finally accepting what was happening. As I did her hands traveled over my body, touching and caressing, my belly, my love handles, my thighs and hips, all the parts of my body I'd looked at with disgust. She touched them each with tenderness, reverence, while her lips and tongue massaged my most intimate places.

After a time she finally began to center on my clit, licking and sucking. I couldn't believe how good it felt. Everything I'd been imaging since I was a girl, nothing came close to this. My hips began to vibrate.

"Sandy, oh god, please, damn." My lover continued her perfect, inexorable rhythm, one of her hands going to my breast and pinching while the other pulled back the skin of my mons, exposing just a little more of my pearl for her beautiful attention. I was so close, my body feeling like a rubber band stretched to the brink, a long steady tone was issuing from my mouth until finally I snapped, my body bucking against Sandy's mouth, my thighs closing around her head as I moaned in cadence with the ecstatic bliss pulsing through my body.

Sandy's tongue continued to swirl around my now hypersensitive clit.

"Ooh, oh sweetie, stop." She pulled away, looking up at me like the cat who ate the canary, her face shining with my nectar. I shook my head, grinning ear to ear. "I can't go again that fast."

"Aww, that's a shame." She scooted up the bed, her fingers playing over my outer labia and through the sparse dark hair on my soft mons, staying away from my most sensitive areas. "How long?"

I giggled and pushed her hand away. "I don't know, I've never done this before."

She climbed up towards me, her voice playful. "You haven't?"

I shied away, grinning ear to ear. "No!"

"Did you like it?"

"It wasn't bad." I giggled as she nuzzled into my neck.

"Just not bad, huh?" Her tongue swirled over my ear. "I guess I'll have to try harder then." She kissed me, and all my feigned resistance evaporated at the feel of her lips on mine. I was melting, luxuriating in the power of her kiss when her fingers dipped inside me, making me moan into her mouth.

"Looks like we're open for business again." Her fingers swirled around my clit and I gasped as she moved quickly down my body. My legs opened, and I was rewarded with two fingers deep inside me.

"Oh god, yes, Sandy."

"Can you take another one?"

I nodded, my breathing labored. I gasped as my vagina was stretched further. I could feel the tips of her fingers inside me, searching for that magic spot on my front wall, and I cried out when she found it.

"There it is." She sighed as she leaned forward and took my clit back between her magic lips, and my world dissolved into pleasure. Nothing existed but my lover and the ways she was touching me, driving me higher and higher until I rocketed off into the heavens again, totally giving myself over to the experience. As I began to recover Sandy propped herself up on her elbow next to me, running her fingers over my breasts and belly as I started breathing normally again.

"Wow." I giggled.

Her grin warmed my soul. "Was that one better?"

I reached down and took her hand. "If I admit they were both amazing, incredible, transcendent, you won't stop giving them to me, will you?"

"No, baby." She leaned closer. "I'll just try all the harder to make them better," a kiss on the forehead, "and better," one on the cheek, "and better." She covered my mouth with hers, and I sighed as my eyes fluttered closed, my head sinking back into the mattress.

I let myself swim the heady bliss of our kiss for more than a few moments before I pulled away. "Sandy?"

"Yes, baby?"

"Can it be my turn now?"

"You want to try?"

I bit my lip and nodded.

Sandy's grin widened a little. "I'm not going to say 'no' to that." She rolled over onto her back and shimmied off her pajama bottoms, wearing nothing underneath. The sight of her suddenly nude body made my mouth go dry. I reached out towards her, my hand drawing back when it got within a few inches.

"Melanie, you're allowed to touch me." Her voice was soft, and when I looked at her, her kind smile started to put me at ease. "Here." She scooted closer, turning on her side towards me, and taking my wrist.

I watched, my eyes wide and mouth hanging open just a little, as she placed my palm on her hip. I slid it down to her leg, then back up to her waist, luxuriating in the softness of her skin over the hard body underneath.

"Mmm, that's nice."

A silly grin spread across my face. "Really?"

"Yeah. Your hand is warm," she inched closer, "and soft." The purr in her voice set me trembling, which only intensified when she feathered her lips against mine. We kissed, light and tender, as my hand moved around to her backside and gripped her cheek. Sandy made a happy little noise as I squeezed. It was round and full, soft, but firm at the same time. It felt amazing.

I propped myself up on my elbow, slipping my other hand behind Sandy's head as my lips moved down over chin to her neck. She sighed with pleasure, relaxing back into my palm as I held her. I lowered her gently to the pillow, rolling toward and on top of her. As I felt my body touch hers I recoiled ever so slightly, the differences between us striking me deep in my heart, but Sandy didn't let me. She pulled me close, the whole length of my body resting on her.

My gaze found hers as she wrapped one leg around me, holding me to her, smiling sweetly at me. "Don't pull away, please. I love feeling your body against mine." I could feel my face tighten, and her eyes told me she knew I didn't believe her. She shifted slightly, opening her legs a touch more, and I gasped as I felt her silky wetness against the top of my thigh. "Do you feel that, Melanie?"

I nodded, moving slightly against her core.

"Good. What does it mean?"

I gave a little giggle, blushing as I answered. "That you're excited."

"Yeah." She pulled me down into her neck, where I kissed her while she whispered in my ear. "And why am I excited, Melanie?"

"Um," emotion rushed into my chest, making it hard to breathe as tears stung my eyes.

"You know the answer, baby. Tell me, why am I excited?"

"Because we're, um, we're together, doing this."

"Because I'm doing this with you. Because I'm with you." She lifted my chin looking me deep in the eye. "I've wanted this since we first met, since the first time I saw you. Feel my heart." She took my wrist, placing my palm on her chest above her breast. Her pulse was racing, every bit as fast as mine. I let my fingers trace over her skin, traversing the short distance to Sandy's breast, my middle finger circling her mahogany areola. Her nipple was already standing at attention as its owner sighed with pleasure. I took it all in for a few moments, switching to the other side before beginning to move my lips down over her skin.

I pulled whole sections of her skin into my mouth, running my tongue over the captured area. Sandy's hand twirled through my dark hair, holding me to her as moans and sighed issued from her mouth, which meant as much as any kind words she might say.

My lover never hurried me as I slowly moved further south, letting me explore and enjoy every inch of her, and as I did my anxiety slowly slipped away, until I was face to face with her sex. I glanced up at her, her green eyes wide with anticipation. Her mouth was open slightly, her breathing rough, and her other hand gripping the wooden slats of her headboard with white-knuckled ferocity.

I looked back at her glistening pussy, my mouth watering at her musky aroma. I couldn't believe this was happening, or how much I wanted it. I managed to keep my head, though, kissing her on the interior of each thigh before running my tongue over her outer labia, through the soft, light brown curls there. My arms wrapped around her legs, my thumbs pulling back slightly on her skin, exposing her flower more fully before I pushed my tongue as deep into her folds.

Her flavor bloomed across my tongue, I was ready for that, but I wasn't expecting Sandy's reaction. "Oh, my GOD! Melanie!" Her hips lifted off the mattress, pressing her core to my mouth. "That's, oh, feels so good."

Her words filled me with confidence, and I ran my tongue up and down her cleft for several minutes before pulling her pearl into my mouth, which made her body almost levitate off the mattress. I continued a rhythmic, pulsing suction, my tongue swirling over her clit in my mouth. Sandy's moans were slowly but inexorably increasing in intensity. I was operating purely on instinct, my rational brain completely shut off as I sank into the sensuality of what I was doing. I mean, I'd been dreaming about this moment for literally decades, wondering what it would be like, or how I would enjoy it. The answers were that it was transcendent. I felt almost out of my body, enjoying how incredible Sandy tasted, the silkiness of her labia against my mouth.

The tension in Sandy's body was building, her breath coming in increasingly ragged gasps. I altered the rhythm of what I was doing slightly until she started to shake. "Ohh, baby, like that, just perfect, Oh. My. God!"

Her powerful core began to pulse, her right hand gently holding me to her as her orgasm shook the bed. I kept up the tempo that had pushed her over the edge. She seemed to just come and come, and I wasn't stopping until she did.

When she finally did calm, I kissed her all around her sensitive core, my mind clearing as it began to comprehend what had just happened. My mouth stretched into a wide smile as I looked up at Sandy. Her eyes were closed, her left hand resting against her flushed face as she caught her breath, a sublime, open-mouthed grin gracing her sharp features.

After a few long moments her eyes opened, and she looked down at me. I rested my cheek against the inside of her leg, "Was that okay?"

Sandy giggled. "Get up here." She reached down for me, and I climbed up over her. My saggy bits still touched her firm body as I did, but I didn't care. I just wanted to get up to the smiling face beaming down at me, and moments later I was being kissed soundly, wrapped in a pair of strong arms and legs as we both giggled like teenagers.

Eventually we settled, lying on our sides facing each other, skin against skin the whole length of our bodies.