Our Safe Place Pt. 02

Our Safe Place Pt. 02

- - - This picks up where Part 1 left off - - -

Mike came into Carol's bathroom with a towel around his waist. Carol was sitting on the toilet with a tower wrapped around her. "Come and stand right here." she said motioning to the spot between her open knees. Mike was already partially erect with his cock now directly in front of Carol's face when his towel fell to the floor.

Carol instructed Mike to put one foot up on the toilet between her legs as she clicked on some electric clippers. She buzzed one leg, then the other, all the way up to his balls. Mike's cock was now completely erect pointing directly at Carol's face. She asked "Is it okay if I do a little more trimming?"

Mike chuckled "In for a penny, in for a pound. Why not?"

Carol pulled the skin on Mike's balls taut as she carefully worked the clippers around his cock. Then proceeded to take the remaining pubic hair above his cock down to stubble.

"There. Now we can use a razor to finish the job." Carol said as she started the bath water. She put about a foot of warm water in the tub and said "Go ahead and sit in it for a minute." Mike sat down in the tub as she instructed.

A minute later Carol said "Scoot down a bit and put one foot up here on the wall above the faucet." Carol spread shaving cream all over his leg and proceed to shave both legs to about where the waterline was then said "Stand up and let's finish."

Mike stood up in the tub, while Carol spread shaving cream on his upper thighs and around his cock. Within just a couple minutes she was done. She released the drain and turned on the shower head so she could rinse him off. "There, all done." she said.

"That sure feels weird, Grandma."

"I'm sure you'll get used to it pretty quick. And if you really don't like it, you can just let it grow back."

"Is it your turn now?" Mike asked.

"Indeed it is." Carol replied as she took her towel off.

"Holy crap!" Mike said somewhat under his breath, but loud enough that Carol heard it.

"What sweetie?" she asked.

"I think my eyes are having a heart attack. You look incredible!" he replied.

"Thank you, Mike. But I just see an old woman's body when I look at it."

"You have no idea how good you really look. I mean it. If I so much as even touch myself right now, he would explode!" Mike said.

Smiling, Carol took the razor and shaving cream with her into the bedroom. "You can shave her in here." she said as she set the razor and shaving cream on the nightstand. Then folded the towel and placed it on the bed. She went back into the bathroom and returned to the bed with the bowl of warm water and an extra towel. Mike was just standing beside the bed waiting for her.

Carol positioned herself over the towel and scooted her butt to the edge of the mattress. She placed her heels on the rails and spread her knees wide. "Go ahead and wet her a little bit, then put some shaving cream on her and you can start." she instructed.

Mike dropped to his knees in front of her spread legs and followed her instruction. While positioned between her legs, he put a little shaving cream on her and began shaving her pussy. With each stroke, he put the razor into a bowl of water and shook it. Within just a couple minutes, he was cleaning up a few spots with the razor that were missed.

He was so very careful, taking his time shaving around her lips. Her clit was erect and protruding from her lips. He couldn't help but think of it as her little cock. The very tip actually looked similar to the head of his own cock.

He was satisfied with the job he did and cupped some water into his hand from the bowl and used it to rinse her off. Repeating this a couple times, then patting her dry with the spare towel.

He couldn't take it any longer, he had to taste her. "You told me there were things you wanted to do." Mike said.

"Yes dear." she replied " There are so many things I've never done and want to try."

"Well, I would really love to try this." Mike said leaning forward. He began licking her from her hole up to her clit. Carol closed her eyes and softly moaned "Oh Mike, that feels so wonderful."

With her encouragement, he continued licking her, probing his tongue as far into her hole as he could, then moving up and sucking her very hard and very erect clit into his mouth. He bobbed his head up and down as he sucked on her clit like he was giving her clit a blowjob. While he sucked on her, not losing the suction, he also slipped a finger into her hole, flicking her clit with his tongue at the same time.

Carol moaned even more as her hips gyrated, keeping pace and time with his sucking and fingering "Oh baby.... She's not going to last very long like that." Mike never slowed down or changed what he was doing. A couple seconds later, Carol picked her head up, looking at Mike, she placed a hand on the back of Mikes head and held his face tight against her pussy as she bucked and squealed "Oh baby, she's there. She's THERE!." Carol's body shook and jerked. Mike felt hot fluid coming from her pussy running over his finger onto the towel. After several seconds of Carol's hips squirming under him she slid a hand between his face and her pussy.

Her whole body went limp then said "Oh my! She gets so sensitive after a climax." After a pause, she continued "That's a first for me. You're the first one ever to do that for me. It was better than I ever thought it could be."

Mike was so pleased he was the first and that she satisfied her. He crawled onto the bed and laid on a pillow. Carol moved up and laid on her side with her head on his shoulder.

They laid quiet for a couple minutes, then Carol asked "My turn?"

"If you like." he replied.

Carol got onto her knees beside Mike and leaned over his body with her tits hanging down, brushing her nipples on his stomach and hip. She took his already hard cock into her mouth and began bobbing her head up and down, taking as much of his length into her mouth until he was pressed against her throat. Carol created a suction force in her mouth and continued bobbing her head up and down.

Mike began rubbing her ass and then slipped his hand under her to feel the weight and softness of her tit. Her tit was bigger than his hand. He tipped his head up to look and saw her huge tit in his hand, and just past that was his cock disappearing into his grandmother's mouth.

That put Mike over the top. "Grandma... I'm there, I'm going to FIN...!" was all he got out of his mouth. Mike's free hand grabbed a handful of bedspread and squeezed it his fist. His cock began jerking and pulsing multiple streams of cum into Carol's mouth. She never lost her lip-lock on his shaft and never stopped moving her head up and down.

Carol slowed to a stop when the pulses of cum stopped and his cock began to soften, then she felt Mikes whole body relax and go limp. She let his limp cock slide out between her lips. Carol then swallowed everything Mike left in her mouth. She turned her head with a big smile as she looked at Mike. He grinned back holding his arms up to her.

Carol was going to lay her head on Mike's shoulder, but before she laid her head all the way down, Mike held her face with both hands and brought her lips to his. He pressed his lips against hers, then slipped his tongue through her lips, licking the inside of her lips as they kissed. Carol's tongue met his and they swirled around each other.

When they released their kiss, they looked into each other's eyes and Mike whispered "You're amazing!"

Then Carol laid her head on Mikes shoulder. "You are, too, sweetie. That was fun." she whispered back.

# # # # #

Mike had been home from classes for about an hour and was studying at the kitchen table when Carol came in carrying a bag. She kissed Mike on top of his head and said hi and dropped the bag in the living room.

Carol asked "Are we still going out on a date tonight?"

Mike's face brightened up "I'd like that."

Carol continued "Would you..." Carol stopped.

"Would I what, Grandma?"

"Well you said you might consider wearing something under your clothes." After another long pause "Would you like to wear a pair of stockings and panties under your clothes when we go out?"

Mike felt his heart leap into his throat. He didn't know what to say.

Carol continued "You don't have to, but this is 'our' secret. Nobody will ever know, or even suspect what you have on. I just thought you might like to try it."

"Wow. You know I've never even thought about leaving my room like that. But if you're okay with it, I guess I can be, too." Mike said.

"Great! I've got a few things here for you." Carol said.

Carol reached in the bag and selected a pair of sheer white mesh panties and a pair of dark thigh high stockings that stay up by themselves and held them out to Mike. "Would you like to wear these?" she asked.

"Wow! Thanks Grandma. I'd love to."

"Shall we get ready?" Carol asked winking at Mike.

They met in the living room all dressed up to go out. Carol was wearing a medium blue blouse and black skirt, stockings and heels. Mike in a gray suit, white shirt and blue tie. Mike offered his arm to his grandmother "Shall we?"

Carol smiled as she took his arm. He led her to the passenger side and opened her door like always. As she sat down, she hiked her skirt way up. When she sat down, she swung one leg in and while doing that spread her legs open to expose the tops of her stockings and to show him she wasn't wearing any panties. She waited until she could see that Mike noticed and got a good look, then smiling put her other leg in.

Mike smiled back "This is going to be a rough night, isn't it?"

They both laughed.

During dinner, most of the conversation was about school and projects around the house. Every so often, Carol would teasingly ask how he felt. Mike would smile leaning over and reply in a low voice that he was loving them and told her "I am so aware of every nerve below my waist! Every move I make reminds me what I am wearing!"

When they got home, Mike opened Carol's door as usual. As she got out, she swung one leg out and spread her knees open for Mike to see her pussy again. "Damn!" Mike muttered under his breath as he held out a hand to help her out.

When they got inside, They both went into their bedroom. Carol suggested they get one of Mike's magazines so they could look through it together. She said "Get down to your stockings and panties and I will, too. We can sit at the table together and look through them."

Mike took the magazines to the kitchen table. They sat next to each other with the magazines face up. Carol asked "Which one is your favorite?" Mike placed the "Over 50" on top and opened to the first page. Carol was a little surprised and thought to herself he would have picked "Shaved".

Carol started turning the pages, slowly, one at a time as she explored all they had to offer. Mike felt himself getting harder with each passing page. Carol said "Be sure to let me know what parts really flip your switch and I will do the same." Mike replied "Okay.".

One thing Carol noticed was a lot of the pics were older women built similar to herself, curvy with large breasts. "I really like this section." Mike said when the page turned. Carol noticed an older woman with a younger guy. The first few pics were foreplay as they eventually got naked.

Turning the page, Carol noticed a couple pics of the woman giving him oral, then a few pics of the woman getting the same attention, then some of her on her back and the guy straddling the woman with his cock between her big tits and then some with only the tip showing out the top of her cleavage. Then a final pic with her neck covered with cum.

"You really like that, huh?" Carol asked.

"Yeah." he replied sheepishly.

"Looks really fun. Wanna try it?" Carol asked.

"Really?"

"Why not? I'd love to do it." Carol replied.

They went back to the bedroom stopping to pick up a hand towel. Carol removed her bra and got a bottle of lube. She then moved a pillow to the middle of the bed and laid down facing up.

Mike couldn't believe his eyes. His grandmother laying on the bed expecting him to fuck the same tits he has only dreamed of for several years. The same tits he has already fucked hundreds of times in his head. He started to take his panties off and Carol stopped him. "Leave them on. Just pull them over to one side." she suggested. He pulled them back up and pulled one leg over to one side allowing his cock to spring out.

Mike straddled her and laid his cock between her tits. "Let's see, I think she sucked on him first, didn't she?" she said with a wink. He positioned himself further up and took the headboard with both hands. Looking down, he guided his cock to Carol's mouth.

She took his cock into her mouth. Carefully and slowly, Mike lowered himself as she took more of his cock into her mouth. He thought he felt himself against the back of her throat. Half of the length of his cock was inside her mouth. Then raised back up where just the tip of his cock was between her lips, then guided himself back into her mouth.

Mike felt Carol's hands running up and down his nylon covered thighs. Feeling someone else caressing his nylon clad legs besides himself was a whole new sensation. He loved it.

With her caressing and watching his cock going in and out of her mouth, Mike knew if he continued much longer, he would explode in her mouth. "I better stop." Mike said as he slipped out of her mouth and positioned himself again between her tits.

Carol had the bottle of lube right next to her. She squeezed some on her chest and some on his shaft. She then spread it over his cock and across her chest. After wiping her hand with the towel, she lifted both tits from the sides and engulfed his cock between her tits.

Mike began slowly at first fucking her tits until the lube was completely covering his cock and the area between her tits. He leaned forward and held himself above her and started to increase his speed. He looked down between them and saw the head of his cock poke out the top of her cleavage. He was also fixated on the ripples and the up and down swaying of her tits as he fucked them.

It only took a minute when Mike felt the eruption rushing through his balls as he watched the head of his cock poking through her soft cleavage. "I'm there, Grandma... I'm THERE...!" He watched streams of cum shoot from her cleavage pooling in the small depression of her neck.

Carol released his cock from the confines of her flesh when Mike slowed to a stop. He got off and laid next to her, catching his breath "Thank you, Grandma."

"You're welcome, sweetie." she replied.

After a minute of a silence "Can I do you now?" Mike asked.

"What would you like to do?" she asked.

"How about you straddle me and hold the headboard while I give her kisses?"

"Mmmm. Sounds really good!" she said.

Carol positioned herself over Mike's face. "This way?"

"Yehhhh. She is absolutely beautiful!" he said looking at her shaved pussy directly above his face.

Carol steadied herself with the headboard as she adjusted her position and lowered herself down to Mike's face. "Perfect." she heard him say.

Mike began licking the length of her lips, swirling around her clit each time. "Ohhh, sweetie. That is sooooo nice." she said.

Mike began plunging his tongue as deep into her hole as he could and wiggling it around, licking the walls of her pussy, then returned to licking her clit. Mike placed his lips around her clit and lightly sucked it into his mouth. He sucked and released her clit over and over.

"Ohhh, Mike, she won't last long like that."

Mike was already hard again. With his right hand, he began stroking his cock. He inserted the index finger of his left hand into her hole while he sucked her clit.

With her legs, Carol could feel Mike's whole body moving. She opened her eyes and looked down seeing the top of his head. Then turned her head and saw he was masturbating himself, pushing his hips off the mattress into his hand. Seeing him masturbating in the stockings while he sucked and licked her was so erotic. The sight was a slingshot to an orgasm.

"Oh shit! I'm there, baby.... I'm cummingggg." She steadied herself and rocked her hips. Mike stuck his tongue out to rub against her clit as she rocked her hips, dragging her clit back and forth over his tongue, like she was fucking his face with her pussy. Mike could feel her pussy walls spasm around his finger as he pumped it in and out.

Then all of a sudden, Carol stopped and slipped her hand between Mike and her pussy. "Oh my. That was intense, sweetie!" she said as she rolled off and laid her head on Mike's shoulder. Carol placed a hand on his chest and bent knee over Mike's thigh. They laid silent like that, until they were both were asleep.

END OF PART 2