The first time I saw Lynne, was at a bar a group of friends and I started to frequent after our weekly workout. Yeah, nothing like losing all those pounds and get it all back in beer and chicken wings.

Anyway, I first saw Lynne, she stood about 5' 2"; shoulder length, silken, honey blond hair; dark green eyes; full lips and huge breasts. They must have been at least D-cups (I'm terrible estimating size). Lynne was also about 175 pounds. But there was something that immediately attracted me to her.

As we gave our drink orders and talked with her, I found she had a great personality and a great sense of humour.

Each time we went to the bar, I made it a point to talk with her and get a big hug from her when I would leave. Her incredible fun bags would press into my chest and never failed to get me hard as I walked out the door.

I found out Lynne was married. After she had her one kid, she never lost the weight she gained. But I thought she was still very doable.

Her husband was a bit of a jerk and lost interest in her after the baby was born. She said she wanted to lose some weight to see if she could re-ignite some passion in there marriage.

Last summer I started noticing her starting to drop some weight.

"Hey Lynne." I said. "Wow you starting to look great...I mean you've lost weight!"

I always found it difficult to try and sound supportive rather than condescending when I said things like that.

"Yeah, I finally started to try and get this extra fat off." Lynne smiled back at me appreciating the fact I noticed. "Hope Wayne (her husband) will notice, but he hasn't yet."

"Well, it's probably because he sees you all the time and it makes it tougher to see differences sometimes." I tried to offer some excuse for Wayne for some unknown reason. From what I got from Lynne and some of the other waitresses; he was a bit of a jerk who thought he was god's gift to women.

"You mean it's such a little difference, I may as well give up?"

"No, no!" I had to dig my way out of this hole. "It like you see your kid every day but someone else sees big changes in him and you don't."

Lynne stared at me.

"Hmm. Not helping am I." I realized this hole was so deep, I need an extension ladder to get out. "Err...you still look great."

She let me off the hook.

"I'm just giving you a hard time." She smiled. "Thanks for noticing."

Problem was "time" wasn't the only thing getting hard. I had to quickly sit down before I started to poke through my pants.

"Hey! Where's my hug?" Lynne demanded.

"Shit!" I thought to myself. I could already feel Mister Stiffy straining against my pant leg.

Lynne ran up to me and pulled me tight into her body. I hugged her back but tried to keep my back arched to avoid lower body contact. No good. Lynne pulled hard against the small of my back. There was definite contact of my cock against her.

"Mmmm, I guess 'he' noticed my weight drop too." Lynne rubbed and wriggled her body against "him."

"Sorry." I apologized. "Sometimes it has a mind of its own."

"That's okay. I guess that's why they call them pricks." Lynne giggled. "I kinda enjoyed teasing you and him." referring to my pre-dick-ament.

That comment didn't help my stiffness.

Over the next couple of weeks, Lynne must have dropped 40 pounds. She continued to look better and better. Her body slimmed down and her face while still cherub like, had greater bone definition around her eyes, cheeks and chin.

"Hi Lynne." I said. "You're looking incredible."

"Thanks." She replied, but her spirit looked deflated. "But I'm not sure the effort was worth it."

"Why? You look great!" I tried to get her enthusiastic.

"Wayne still hasn't noticed anything and was ignoring me." Lynne explained. "I tried wearing sex clothes; walking around naked; playing around with him in our bedroom and in public but still nothing. And I 'm pretty sure he's having an affair."

"I'm sorry to hear that." I said. "He's an idiot for not appreciating what he has."

I gave Lynne a warm, sincere supportive hug. She sobbed on my shoulder. Her hair rubbed against my cheek. It felt like satin. She seemed to exude pheromones that were making my head swim and I started getting that familiar stirring in my pants. I didn't want to take advantage of her in this state and I broke our embrace before I ended up raping her on the restaurant floor.

"Sorry." Lynne sobbed. "I didn't mean to cry on your shoulders, but you've been a great friend."

"That's okay." I said. "I wish I could help you out more."

Her eyes smiled back at me before she quickly exited back to the kitchen.

I stood there kind of lost, so I decided to leave. I was parked around the back. As I walked to my car, I saw Lynne having a cigarette break.

"Sorry for just taking off like that, but I didn't want to start crying in the bar." Lynne said as she flipped the butt away.

"Too many 'I'm sorries,' none required." I replied.

She wrapped her arms around my chest and nuzzled her face into my neck. I ran my hands through her hair and pulled her in tight. I automatically started to nibble on her ear. In return, Lynne started nibbling on my neck. She moved her right hand between us and onto my chest. At first I thought she was going to push away, but then her thumb started playing with my nipple.

I took a firm grip of her hair and gently pulled. I looked deep into her emerald eyes then moved my lips to hers giving her the most passionate kiss I knew how to give.

I let her tongue penetrate my mouth easily. We continued to play tonsil tag while I started to play with her breast. Even with her weight loss, Lynne's tits were still big, firm and beautiful. They were smooth as baby skin and soft as pizza dough. Her nipples were hard and the size of olives. I pulled up her T-shirt and unsnapped her lacy bra so I could play with her directly.

"Fuck!" Lynne moaned. "It's been so long since a man has played with me."

"I wanted you since we first met!" I replied. "God you're beautiful!"

We continued our embrace for a few more moment. Suddenly, Lynne dropped to her knees. Her hands excitedly undid my belt and pants. I had forgotten clean underwear so I was commando after showering after my workout. My hard on fell out and pointed directly at Lynne's mouth.

Lynne placed her hands on my hips and pulled her head forward; opening her mouth and engulfing my heavy 6 inches. Her tongue licked my ball sack as my cock head hit the back of her throat.

Lynne moved her head back and forth. I watched as my cock slide in and out of her mouth. As she took in my length, she would press her nose into me and pause slightly before letting me slip out.

Her technique was incredible, the sensation as awesome. I wanted to cum in her mouth not only because of her efforts, but also I didn't know how far this would go. I guess she sensed this. Lynne let me pop out of her mouth and looked up at me.

"Please fuck me." She asked.

I responded with a smile. I helped her up. As nimble as I could, I undid her jeans and slid them down to her knees. Lynne turned and supported herself against the back wall of the restaurant. Arching her back. "Please fuck me!" she begged again as I admired her ass. I spread her soft silky marshmallow cheeks and rub my dick in her crack.

Lynne was wearing a string thong. I easily pulled them aside and slid a finger between her cunt lips. They were already dripping. I lubricated my knob against her slit and place it at her waiting hole. With one push, I slowly slipped my entire pole inside.

"Fuck! Yes!" Lynne shouted. "It feels sooo goo.o..od! Fuck me!"

I started moving my hips back and forth. Her cunt was so hot, my cock was on fire.

Her walls squeezed me as it tried to suck me inside. Her head hanging down below her arm suddenly shot back.

"F..u ..ck! Fuck me hard!" She screamed. "You're making me c...cu...mmm!"

I started to thrust as hard as I could. Her pussy started to spasm.

"A...agg...aghhh! I'm cum..m..ing!" Lynne exclaimed.

I started ejaculating my load deep into her womb. With each thrust of my hips, it felt like I shot a quart of cum into her.

After about 6 or 7 wads, my thrusts stopped. I slowly pulled out, while Lynne remained supporting the wall with her head hanging down. Cum started to pour out of her.

Lynne re-adjusted her thong and pulled up her jeans as I tucked myself away.

"Thank you. That was wonderful." Lynne expressed. "You may not understand how good I feel to be wanted like that."

I didn't know what to say. I gave her a big hug as she started to cry.

She wanted to finish her shift with my semen staining her jeans. "I want to remember the way you made me feel."

I waited for her shift to end then drove her home. Her husband was still out. She wanted to suck me off, but I said "No." I gave her a respectable kiss and told her I'll see her at the bar the next time.

I was there at the bar, but Lynne wasn't for a couple of weeks. I was concerned and thought about driving by to make sure things were okay, but then she showed up.

"I found out that bastard husband of mine was playing around." Lynne told me. "Because of the way you made me feel, you've given me the strength and confidence to leave him. Thank you."

She gave me a huge hug and a deep passionate kiss. We still remain very good friend (with benefits)!

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