Sherry

It took much longer than I thought so I fixed myself a drink. I didn't know what to think about the conversation at dinner but I was glad we had it. I was a little ashamed of my lust for her on the one hand but on the other, I was glad she was coming out of her shell a little bit. I know it was not an easy thing to do and she needed to feel desirable and sexy. Every healthy woman does, don't they? If she realizes she can get my juices flowing, maybe she would realize she can get the attention of other men and start to date and well, maybe even marry someday. After all, she was a virgin at 30 years old so she needed to build enough confidence to realize that all men weren't like her father. She needs a man to lean on, to love, to hold her.

As I was maybe trying to justify my lust for her, she came down wearing a robe. I guessed she was ready for bed. I offered her a drink but she just stood there.

"Paul, I...I saw some other clothes of Beth's that I would like to have it it's okay."

"Sherry, you can have anything you want, anything at all. You don't even have to ask, you know that. I'm just glad you can use them. Did you find some more dresses?"

She looked at me and hesitated. I didn't think she heard me. But then she got a different kind of look on her face, with flared nostrils and very intense eyes. Then she untied to robe and dropped it to the floor.

"This...I want this," she said throatily. It was a red camisole and shorts set that I remembered Beth wearing years ago. It wasn't quite sheer but it was so clingy it might as well have been. The bottom was loose but very short and as she turned I caught a sight of her dark pubic hair. Her breasts were braless and unrestrained and I could see her distended nipples beneath the thin fabric.

Other than the symbolism...lingerie instead of swimming apparel...it wasn't as revealing as the swimsuit she wore last night but it had an even more dramatic effect on me. I couldn't speak for a moment. The combination of her new hairstyle, the makeup, and the lingerie she was modeling stunned me with desire and anticipation.

"Wow...Sherry...you are so lovely. Amazing. I...I don't know what to say. Of course you can take it home with you, like I said. You really do look very, very sexy. Thank you for showing me."

"Paul, I got so excited thinking about this. You can't believe...there are others I want to. Would you like...?"

I finished her sentence, "to see them on you? Yes, Sherry, I would love that if you are comfortable with it." God, my cock was about to burst out of my pants.

"I like it Paul. It makes me feel like a woman. You can pick out the next one if you want."

"I'd like that. Is there some group I should pick from?"

She looked at me with a very serious, steady gaze. "Anything you would like Paul. Pick out any one you want to see on me."

At that point, I could barely make it up the stairs. My cock was hard and throbbing. I know she saw the bulge in my jeans but surely that wouldn't surprise...or displease her I hoped.

I picked out a sheer outfit, matching bra and panties with a baby doll negligee, a dusty rose color. It hid nothing. This may have been going too far but she did say I could pick out anything.

She'd also come upstairs and was waiting in our - my - bedroom so I brought the outfit to her.

"I hope you...is this okay? I mean, if you're not comfortable I could get something else."

"Paul, I would love to model this for you. Sit down and wait for me. I can't wait...thank you for this Paul. I love what we are doing. Do you Paul?"

I assured her I did.

...

Sherry

I couldn't believe what was happening. Paul seemed genuinely interested in me, in a sexual way I mean. My head was swimming. I was afraid but more than that, I was very excited. I went into the closet to change but before I did I felt my hairy pussy and as before, it was soaked. It felt like it was on fire. I knew that I wanted Paul to...to take me and have his way with me and I just hoped I could go through with it. I sure wanted to. But I had to talk to Paul about it first.

So, I put on a robe and came out tentatively. "Paul, are you sure you want to do this? I know I'm not a beauty. I'm fat and flabby and could never pass for a movie star. And, with Beth...if you feel awkward, say so and I will understand."

I of course said all that in a halting, unsure, squeaky voice. I was so nervous. Fortunately he seemed to be just about as excited as I was.

"Sherry, I should be saying those things to you. Are you sure? I'm 25 years older than you. My body isn't all that great and no one has asked me to model men's underwear lately."

"But Paul, how about Beth? Are you going to feel guilty about seeing a half-naked woman, particularly ME, a few months after she died? Because I don't want to do that. To make you feel bad about it. I somehow feel I am taking advantage of you since it has been so long, and you are vulnerable. Maybe we should think about all this more?"

I was afraid he would agree but in spite of what I said, I wanted this so much I could taste it.

He took my hand. "Beth loved both of us, Sherry. I can't sit here and tell you that she would jump for joy about this, but I do know she wanted both of us to be happy. As for me and how I feel about it? Sherry, I did my duty to Beth as best I could. I loved her and took care of her. I walked away from my job to be with her during her last few months, and I didn't look back or regret it for one moment. I feel like no man could have done more. But, I know I'm older than you but I'm still alive and healthy. So, God, yes I want this and you are NOT taking advantage of me. I'm concerned about it going the other way. Seeing you yesterday and then before, downstairs, well, all I can say it made me have feelings I haven't had in a very long time. But, the question is whether or not you are ready for this. I don't exactly know what "this" is but at least it involves you dressing in sexy clothes and showing them to me. Are you ready to do that? You have more things to juggle than I do. Your childhood and all..."

...

Paul

Her eyes glistened with tears. "Paul, I think you're right about Beth. She did want the best for both of us. And one thing I learned after...what happened to me...is that life has to go on. For years, I have shriveled from life, or at least from men, because of what my father did, and look what it has gotten me. I'm almost 30 years old and still a virgin that has never been kissed by a man. I mean a real kiss, not a peck on the cheek. And I have to say something that is kinda hard to say but I'm going to say it anyway. Last night, after wearing those swimsuits, seeing what it did to you, and what it did to me, was the most exciting night of my life. The reason I couldn't sleep is that I kept thinking about your eyes on me, and how it made me feel. I...last night, I masturbated thinking about you. But, the big thing I want to say is that it wasn't the first time either. When I was younger...and after I moved...I used to...Well, my point is that let me do this. If you want to see me, I want it too. Then we'll see...okay Paul, if you're sure?"

"I can't wait Sherry...to see you...in that...But if at anytime you get uncomfortable just say so."

I sat down at one of the two armchairs in the bedroom. I didn't know what I was supposed to be doing but I had to keep shifting around in the chair to re-position my throbbing cock.

Finally, she came out with the robe on again. When she got within arm's length, she let the robe drop to the floor. Again, I was flabbergasted. She looked gorgeous. As I said, the fabric on the bra, panties and negligee was sheer, and the pale rose seemed to enhance the translucent effect. Her breasts looked firm and full, with very little if any sagging but hell I wouldn't care if they were drooping. I couldn't quite see her nipples because she had on two layers of fabric but they were poking through the material. The negligee hung below her hips so I really couldn't see the panties either.

"God, Sherry, I am speechless. So damn beautiful. You are truly gorgeous. I just can't get over...just let me look at you."

Before I finished, she untied the bow holding her negligee together and she tossed it in the chair next to me. She just had on the bra and panties.

"Paul, you make me feel like the sexiest woman in the world, the way you look at me. Do you really like it Paul? Everything?" Her voice was raspy, her face was flushed, and her nostrils flared with her quickened breath.

"I love every single bit of it...of you Sherry. You look ravishing."

The thin bra barely contained her big tits. They had to be DD or maybe even more. Dark aureoles surrounded her big, dark nipples. And the tiny panties exposed more pubic hair than they concealed; it sprouted out the top and all along the sides. She turned and showed me the back and her big white ass-cheeks were creased by the thong that lined the crack of her ass. As she turned back I had this overwhelming desire to touch her, but I wasn't sure how she would react.

I needn't have worried.

"Paul, would...would you like to touch...to feel me? My breasts? I don't mind if you do. I would like it. No man...I mean...has touched my breasts. Would you like to be the first Paul?"

Given my hard cock, it was a little bit challenging to sit upright in the chair but somehow I managed. I put both my hands on her breasts. I could feel her hard nipples in the palms. She gasped as I massaged them. She put her hands on top of mine and moved them around, helping me caress them.

"Oh my God Paul, it feels so good. I didn't think I would ever...do you like them Paul? Do they feel good? Tell me Paul. I want you to like them."

"Your breasts feel so damn good Sherry. God, you can't imagine how great it feels to hold them. Do you like it when I do that, baby? When I caress them, hold them? Your nipples are so big and hard." I leaned up to kiss them and suck one of the nipples between my lips. She held my head and pressed me to her. I moved from one to the other sucking them. And then I pushed the fabric aside and took her bare nipples in my mouth and nursed greedily as she moaned. I feasted on those big white globes of flesh. My hands wandered to her back and down towards her hips.

"Sherry, can I...can I feel...?" I wanted to take it slow because I was afraid that if I got too aggressive it would startle her and she would withdraw. And this was new to me too. But she knew what I was after so she reached for my hand and pressed it to her mound.

"Is this what you want Paul? You want to feel this don't you? Feel how fucking excited you've made me Paul."

She'd placed my hand between her legs and pressed them into her crotch. It was clammy and steamy feeling. I felt her pussy hair tickle my fingers as I caressed her. Beneath my fingers I could feel her slip opening up so I pressed into her. She opened her legs to give me greater access. She was moaning and almost whimpering with desire, repeating over and over, "Oh, my God, oh my God."

"Paul, I have to Paul," she said hoarsely. She got on her knees and tugged at my belt. "Can...I need to see you now Paul. Please?"

I stood so and helped her with the belt and zipper and slid my jeans off. Immediately her hands reached for my crotch. With one hand she cupped my balls and the other she ran her fingers over shaft. Hurriedly, she pulled down my shorts and freed my rock-hard cock.

"Oh, Paul. God, you feel so good. Paul...your cock...I dreamed about this. You look so big and hard. "

Now she held both hands around my cock and she rubbed the top one over my cock-head. I was bursting with desire. My cock wasn't super-long but it was very thick and she had a hard time reaching around the circumference. She kept murmuring as she caressed me.

"Oh, Paul, this is so...so...amazing. I have always wanted...to do this...take it out and see it, feel it. All my life it seems like."

I knew this couldn't continue very long. I took her by the arms and pulled her to her feet; she continued to massage my cock as I kissed her deeply. Finally, I broke away.

"Sherry, please, we need to talk a minute. You...you know where this could go, don't you? Soon we won't be able to stop. We'll keep going and I...I want to make sure, you know, that you are comfortable. I don't want to do something you may regret later. You know, you've never..."

"Paul, can I say something? I don't want you to do anything that would make you feel bad either, about Beth, or thinking about Sandy, or that...that I am her age and all. It is your decision Paul how far you want to go."

"Sherry, if it were up to me, I would...but I need to know how you feel."

"Paul, oh Paul, I want it all, I want everything, I want...I want you to show me things, teach me, I am yours to do whatever you want with. I...when I thought about this, I knew I wanted to do this."

"Ok, I want it too," I replied. "But, if at any time, you get the least bit uncomfortable; any at all, just say something and I will stop, I promise you. And I will be gentle because...I promise."

"Kiss me Paul," she purred, "and don't be too gentle."

We pressed our lips together. Her lips were tightly pressed; obviously, she really didn't know how to kiss. As my tongue touched hers lips though and pushed against them, gradually she opened her mouth and offered me her tongue. We were both almost panting at this point and our mouths seemed rapacious, like we were trying to devour each other.

I moved her over to the bed and gently sat her down. Immediately her hands grabbed my cock. I quickly pulled the shirt over my head and flung it to the floor. Now I was totally naked. I leaned to kiss her again and then unhooked her bra to let her big tits fall free. After hefting them and kissing her nipples again, I asked her to lie down. She did so.

I stood up to look at her. She still had the lime colored panties on but they weren't covering much. My cock was bursting and more than anything, I wanted to lift her legs, open them and plunge it deep into her pussy, but I needed to take it as slowly as I possibly could. I also recognized that she was technically a virgin and the first intercourse may be painful, emotionally if not physically.

I got a pillow to prop her head on. "Sherry, I want you to see this."

My cock was bobbing and pulsing with anticipation and Sherry was looking at it longingly. She was so beautiful, lying in front of me, almost naked, her big tits spread to the side a little with their weight. Her hair was tousled around her head, her nostrils were flared and she had a very serious concern on her face. I had seen that in other women before during sex and I assumed...or perhaps hoped would be a better term...that it was from intensity and not anxiety. Her little patch of panties barely covered her pussy and I could see the wet splotch between her legs. On one side of the leg-holes, a brown labia was exposed, overlapping the side of the fabric.

I got on my knees and opened her legs and kissed. She smelled hot and ready and her panties were soaked. I put one hand on her mound and with the thumb, I caressed up and down her slit, up to her clit. There was a constant moan coming from her at this point. I continued to rub until she was humping my fingers, her ass rising up, making a fucking motion.

"I need to see all of you Sherry. I want you totally naked."

"Yeah, please," she moaned.

I pulled the top of her little panties down as she lifted her buttocks. She put each foot on the bed and splayed out her legs. Her pussy lips were thick and swollen, glossy, deep pink from her juices. With two fingers, I opened her pussy lips and it was milky-pink inside. I leaned down and licked from her asshole to her clit and my mouth was filled with her viscous sex fluid. I continued to lick, from the bottom of her pussy to her clit, that I circled with the tip of my tongue, not quite touching her actual clit, perhaps only grazing it. She was moaning so much now I knew an orgasm was near. I slipped a finger inside her and it was quickly engulfed and coated with her wetness. Even though she was not sexually active at least from an intercourse perspective, and even though my cock was thick, the ease at which my finger went inside indicated that she would be able to accommodate me.

I paused, "Sherry, I have something important to ask you. I want to give you an orgasm. What I need to know is whether or not you want me to fuck you or not. I want to but not if you are at all uncomfortable."

...

Sherry

"Oh, God, Paul. Fuck me. I want you to fuck me," I yelled.

As I lay squirming on the bed he continued to lick my raging pussy. His tongue circled my clit as he sipped a finger inside me. I've never had a cock before but my fuckhole was so ready I knew that his, even though thicker than I had imagined, would slide in my lubricated pussy. I moaned as I felt him circle my asshole with his cum-coated finger. I know I was moaning more loudly that I meant to but I was delirious with desire. Paul was fucking me with his tongue. Oh my God, how good that was but I needed more. I felt an orgasm starting.

"Paul, fuck me, fuck me, please fuck me now," I yelled.

He stood and I quickly wrapped my hand around his cock and brought it to my steamy pussy lips. He leaned forward but my vaginal canal, already tight, was even more so with the contractions of the continuing orgasms I was having. I felt his cockhead enter me and little by little, stroke by stroke, my pussy welcomed more of his cock. I was pushing my pelvis to him to try to get him deeper and soon, as our pubic hairs met, I exulted because I had ever bit of penis inside my engorged pussy. My virginity was taken! And every thrust inside me felt like he was taking it again and again and again. As often as I fantasized about Paul fucking me, I never totally imagined how good it would feel.

I don't know how many orgasms I had but through them he kept fucking me. Soon, he took one of my legs in each hand and pressed them back to my torso and leaned it and fucked at a different angle. Oh, my God, this was like getting fucked all over again. The passion was overwhelming. He looked like a mad man with his lust and his cock was thrusting harder inside me which is what I wanted.

"Sherry, I love your hot fucking cunt," he yelled and as he did so, I started another round of orgasms.

"God, Paul, so good. Fuck me hard baby. Hard, hard, hard"

Every thrust inside me sounded like a foot stepping in mud, making a squishy sound. His body was moving furiously now and as he started grunting, I could tell he was unloading a big load of cum inside my heaving, spasming pussy. I may have been thrusting back but mostly, I was just getting fucked hard and deep. Frankly my body was just shaking and quivering. He was leaning on the bed with one arm and with the other hand, he was holding my breast. I wrapped my legs around his body and pulled him in to me and as he collapsed, he leaned down and opened his mouth against mine and we sucked each other's tongues as our thrusts finally subsided.

We couldn't talk for some period and then we both said, almost at the same time, "Holy fuck." We both tried to laugh but were almost too exhausted.

Once we could breathe again, we moved further up on the bed and pulled a blanket over us as we cuddled.

As we talked idly for the next half hour or so, all of a sudden Paul said with a start, "Sherry, my God, I didn't wear a condom. I totally forgot about it. I am..."

I stopped him. "Don't worry. I got a prescription for birth control several weeks ago, after my first visit with you."

"You...you knew we were going to do this? That's amazing. I had no idea," Paul said.

"Well, I didn't KNOW we would do this. But, I just hoped. Then I kinda chickened out until last night. Are you glad we did Paul? When did you first start thinking about fucking me? As I said, I have imagined doing it ever since I can remember."