Exercising with Benefits Ch. 01

Next her other foot came up as she put her second shoe on the bed. We repeated the undoing and removal of this shoe. Before I could put my hand on her thigh, she had already pulled the skirt up. I was quickly up her leg and on the soft skin of her upper thigh. But this time I was on the inner part of the thigh. My finger tips were only half an inch from her crotch. Cheryl reached down and put her hand on mine. I froze and looked at her. She just smiled. Then she pulled my fingers upward and the tips touched her panties. She kept pulling and the tips slid along her panties. The panties were wet. The heat coming from her pussy was intense.

"Touch me Kyle. Run your fingers along the panties and enjoy." Who was I to argue? My fingers were sliding along her panty covered pussy. I could feel her soft thighs and the silky material of the panties. The wetness of her pussy was soaking my fingers.

After a few minutes, Cheryl took her foot off me and stepped back. She reached to her side and undid the button on her skirt. Then the zipper went down. Cheryl shimmied her hips and the skirt slid down her legs. I could hear the material sliding over the stockings. She stood there only wearing her bra, panties and stockings. She let me drink in her beauty. Slowly she turned so I could see her from all angles. Cheryl then walked to her closet and hung up her skirt. She came back to me and took her shoes and blouse. All I could do was sit and watch this beautiful woman walk around in her underwear. What an incredible sight.

Cheryl then came and stood in front of me. She had that smile again. She turned her back to me and her hands came up and unhooked her bra. Turning to face me, she held the bra in place. Then slowly it slid off her shoulders and down her arms. From my angle, I couldn't see her breasts until the bra was almost completely off. When it was, she flipped it onto the chair beside her.

Cheryl just stood there and let me look at her tits. They were awesome. The circle around her nipples was a nice dark brown. Her nipples were about half an inch across and maybe half an inch long. Cheryl then walked toward me. She put her legs between mine and forced my legs open. Her hands went behind my head and she pulled my mouth to her left breast. The nipple slid between my lips. I was sucking her like I was the hungriest baby in the word.

I reached up and put my hands on her hips. The feel of her soft skin and silky panties was incredible. Slowly I moved my hands around her until I had a bum cheek in each hand. I then switched breasts and put the other nipple in my mouth. Cheryl let out a moan. Her knees buckled a little and she slumped down with the pleasure I was giving her.

My fingers moved down buns and went between her legs. I started to play with her pussy lips from behind. "God Kyle. That feels incredible. I've waited so long for you to do this to me. You're certainly not disappointing me."

With that encouragement, I put on finger inside the leg of her panties. Then I slid it forward. Suddenly, I was touching her pussy. My first pussy and it was so wet and hot. My finger easily slid along until I was touching the opening to her pussy. Cheryl flexed her knees so she opened up for me. My finger slid in her hole a little. "God, God, God!!!!! Fucking incredible. Keep going Kyle!!!!"

My mouth was moving between her two breasts. I was kissing and licking them. I slid more fingers inside her panties and along her wet pussy lips. I was in heaven!!!!!

Cheryl then pulled back from me. My lips left her tit and my fingers pulled out of her pussy. Without talking, she moved to the side of the bed and pulled the covers down. She lay on the bed and reached out for me. I stood, turned and crawled over the bed to her. "Take them off love." She lifted her hips and I pulled her panties off. Cheryl lay there now in only her stockings. What an incredible sight.

Looking at my cock, she said, "Looks like you are ready again." I looked down and could not believe what I saw. My cock was hard as ever. It had refreshed and was ready for action. I didn't even feel it get hard. I guess Cheryl knew what to do to get me ready again. She reached up for me. "Come on love, lay on me." She opened her legs and I crawled between them. As I lay on top of her, she reached between us and grabbed my cock. I was now at the entrance to her womanhood. "Push babe. Enter me. I'm all yours." So I pushed.

It was a little tough getting started. I had to pull out then push back in several times because she was so tight. Finally I pushed in and was balls deep in her hot pussy. I just lay there. We both had to rest and just hold still. Cheryl had not been fucked in a long time (so she told me later). For me, this was my first time. I couldn't believe how hot, wet, soft and incredible she felt wrapped around my cock. My hand had never felt this good.

I decided to move and I started to pump in and out of her. Slowly we got into a rhythm. It wasn't long before I was pumping her for all I was worth.

Cheryl had her eyes closed. I leaned down and kissed her face. Her tits were pressed hard into my chest. A little smile appeared. My cock was hammering away at her. Cheryl was pushing back up to meet my thrusts. I kept pumping. Then I heard a scream came from her lips. I stopped. "Are you alright?" I asked.

"Don't stop. Don't!!!! Keep going." So I kept pumping. I think maybe 5 more minutes went by and I felt my second cum of the night starting. I pushed in hard and deep. My cum shot into her pussy. When the first blast hit her, Cheryl let out another little scream. I pumped a few more times then pushed in hard and held still. My orgasm was very powerful.

When it was over, I collapsed on top of her. We just lay there for a while not moving. Finally, I lifted my head to look at her. Cheryl opened her eyes and smiled. She kissed me. "Wow!!! That was unbelievable. In a way, I am sorry we waited so long. You're a fantastic lover young man."

I just smiled. What can one say but "Thank you!

I rolled off of her. Cheryl rolled onto her side to look at me. "From now on, you can have me anytime you want. I'm yours for the taking. Besides, I have many things to teach you."

We kissed and Cheryl's hand found my cock again. "Oh!!! Someone needs to get cleaned up before he goes home." Cheryl then moved down and sucked my cock into her mouth. She licked and sucked until my cock was all cleaned up. "Now young man, you should be getting home before your parents find out you're still not home. Don't want you to get grounded."

As I got up and put on my clothes, Cheryl just put on her panties. What an incredible sight. Beautiful woman with that just fucked smile of contentment standing there in her panties and stockings. My cock got hard again just looking at her. I walked over to her and took her in my arms. We kissed deeply and passionately. When I pushed my cock into her belly, Cheryl pulled back. "No, no mister. We've had enough fun for one night. You've have got to be running along."

"But you just said anytime."

"And I meant it but it's late now and we don't want you to get in trouble."

We went to the door. Cheryl flicked on the hall lights. As I followed her down the stairs, I had the pleasure of watching her ass wiggle as she walked. At the front door, she turned to me and we hugged. Our lips met again for another passionate kiss. I pushed my cock into her belly and Cheryl pushed back into me. I reached down and cupped her ass cheeks. I think we kissed for maybe 10 minutes. It was incredible.

Finally she pulled back and asked me, "So what are you doing tomorrow night?"

That is the next part of the story.