Silver Pt. 01

"Open your eyes," she whispered, gently brushing her lips against mine.

"I can't," I said in an almost trembling voice.

"Michael, look me in the eyes," she whispered once again, "I want to see them when you are kissing me."

I opened my eyes as she pressed her soft lips against me. We parted our lips and the moist, sucking sounds became more audible. A tear began to run down my face. "Are you alright?" she asked softly.

I shook my head up and down, telling her that I just would loved to have seen her eyes too. She gently sucked my bottom lip into her mouth. "It's OK," she whispered as she slowly released it. She kissed her way up to the trailing tear, giving it a gentle kiss, and continuing up, reached my eyes. She then gave a soft kiss onto my eyelid, doing the same to the other side. "That was very, very nice," she softly moaned, "Your hands held my face as if I were a piece of fine china."

"You are so soft, I didn't have to hold you tightly," I said with a half smile on my face.

"Wait a minute!" Marlene said in exhileration, grabbing my lips, squeezing them together into a fish face, while planting her lips on them making a big "smootch" sound. She pulled away laughing at herself. "Paybacks!" she exclaimed in victory.

"My turn," she said as she went to put her hands onto my face. I jerked back quickly as the very first hint of her touch startled me. "Oh Michael, I'm sorry, I didn't mean to scare you," she said apologetically. "OK, ready handsome?"

Marlene lightly placed her hands on both sides of my face as I had done to her. I felt the light trace of fingernails down the sides of my face. "I think that I'm going to pass out," I moaned.

Marlene laughed and told me to relax and just enjoy what I was feeling. Her nails then went to the back of my head, a little behind my ears, again, slowly dragging them along my jaw line until they met together. They went up to my forehead and ran straight back through my hair towards my neck, digging into my scalp a little harder this time. I let out a bear-like moan and had a grin on my face which didn't go unnoticed. The tip of Marlene's nails then drew across my lips and I gave them a kiss as they passed.

"Oh, you don't miss a thing do you?" she asked in a low, sultry voice.

"I have to take what I can get while I have the chance," I moaned.

Marlene reached around to the back of my neck and again with her long fingernails, dragged them around under my chin, slowly dropping them down my neck, towards my chest. I was wearing a three button, collared golf shirt and Marlene's hands slowly worked down until they rested at the V in my shirt. "Very nice," she cooed, "Interesting thing though, I don't seem to feel any hair. Keeping things tidy Michael?" she asked, once again with that teasing voice.

"I may or may not have done a bit of maintenance," I sheepishly said.

"Hmmm, We'll need to do a little more investigating," she softly said, as her long nails hung onto the bottom of my neckline, drawing my shirt downward and the collar tightly against the back of my neck. "but first..." she said in a long drawn out voice.

Letting go of my shirt and rising from the sofa with her shoes tapping on the floor, she said, "Stand up, handsome."

Marlene reached down, grabbed my hand and helped me to my feet. "do you know that you blush every time that I call you handsome?" she asked. I could tell by the sound of her voice that she had a big smile across her face.

"Well, I never saw myself as attractive," I said, now red faced.

"Oh poo..." Marlene replied with a soft pat on my butt and a light kiss on my lips.

I wouldn't describe myself as being particularly attractive. I guess that I'm alright looking, but, I wouldn't say, "handsome." I have thick, light brown hair without a bit of gray. I have hazel eyes, and a fairly young looking face for my age. I stand about 5 foot 9 inches tall and have a thin, toned build, weighing 135 pounds without an ounce of fat. My upper half is the bigger part of me. I mean, I'm not huge and I don't have a "six pack", but I really don't care, I'm 54 years old. My legs are quite thin. Apparently, my sisters got the thick thighs and calves while I was left with the girl legs. There certainly must have been a mix up with the chromosomes, I had always deduced.

Marlene took hold of both hands and raised them up to her shoulders. My palms were resting close to her neck and she said, "OK, go ahead."

"Go ahead what?" I asked.

"See what I look like silly," she giggled.

Her skin was soft and delicate. I gave her a soft squeeze before I began my journey. I felt nothing but bare skin as I moved my hands slowly across her shoulders. I ran into a strap maybe an inch in width on both sides and passing over them, continued to move my hands lightly towards the corners and down her arms. There was nothing but soft skin the rest of the way down. I could feel goose bumps developing on her upper arms as I gently slid my fingers down the back of them, reaching her elbows and then down to her wrists.

"Tank top?" I asked.

"Maybe!" she teased.

My hands began to shake once again at the thought as they surrounded her wrists. "Wow!" I whispered in an almost inaudible tone.

"Wow what?" she breathed.

"Just wow," I whispered again.

My hands dropped down to her fingers which were long and thin. I made my way down to her long painted nails. She could have been a pianist with those hands. "what color?" I asked.

"What color what?" she questioned.

"Your nails," I replied.

"How do you know that I have nail polish on?" she asked in surprise.

"They're smooth."

"Smooth?"

"yes, like the showroom paint on a brand new car," I explained, bringing them up to my face and running the polished side along my cheek.

"Are you sure..." she started to say as I placed her painted index finger on my lips and sucked it into my mouth.

"You were saying?" I remarked, slowly withdrawing her long, delicate finger and leaving the end of the nail hanging onto my bottom lip.

"Are... you... sure that... you can't see?" she gasped. "No one ever did that to me," she quietly whispered. "That was so sexy," were the next words that she managed to audibly say.

Her painted fingernail lingered on my lip as if someone had glued it there. "silver," she barely whispered.

With my mind racing as it was, I didn't notice the movement down in my baggy shorts. "don't look down, don't look down, don't look down," I repeated in my head, terrified that Marlene would notice the buldge that had grown in my shorts.

I still had a hold of her hand and I lifted her finger from my lips giving it a light kiss before returning it to her side. I was trying to visualize the look in her eyes. Were they closed, were they half open or were they open but glazed over? "Are you still with me?" I asked. Marlene lightly shook her head which I assumed was up and down. I lightly brushed her cheek with the back of my right hand and smiled as I brought it back towards her ear. "Are you OK?" I whispered.

"Uh huh," she slowly breathed.

I brought my other hand up and rested it on the top of her back doing the same with the one that was back by her ear. I started to feather my fingers down, barely touching her soft skin. I came to where the neckline of her top began. I then reached the strap of her bra. My fingers ran along the strap and Marlene lifted her arms up a bit giving me access to her sides. As tempted as I was, I stayed away from her breasts and was intrigued by the slippery fabric of her top. It seemed to be shiny, if I were to guess. Marlene's arms rested on my shoulders as the palms of my hands sat flat along her sides just under her breast line moving down to her waist.

"Tank top, right?" I asked.

"Maybe," she said with a light moan.

"What color?"

"silver to match my nails. Actually, a shimmery silver," she said as she gave me a soft kiss on the lips. "You have more to go," she whispered into my mouth as she continued her kiss.

Marlene took my hands and placed them on the front of her thin shoulders. "OK handsome, get to work," she said seductively and began to pull my hands downward and onto her covered breasts.

My hands and body were shaking uncontrollably as I rubbed my palms across both of her breasts. The slick material made it even more erotic as if that could have even been possible. A light moan came from marlene's mouth.

"You like?" she whispered with a smile.

"I like a lot," I said in a shaky voice.

Marlene again took my hands dragging them down to where the shimmering fabric ended, folding my fingers around the bottom edge along with hers and began to lift upwards. The material folded onto itself as we pulled further up. Letting go of my hands, Marlene raised her arms high up into the air. I continued to slowly pull her shirt up, over her bra, off of her shoulders and as she lowered her hands back down, finally over her head. I stood there with the shirt of a woman that I had just met a little more than an hour ago in my hands and she stood quietly in front of me wearing a bra and I don't know what else.

"yes, it's a tank top," she giggled putting her soft hand on the side of my face. "You look like the cat that ate the canary," she said as I stood helplessly with her shirt in my hand. "Here, let me have that." Marlene took the tank top from my hands and threw it onto the couch behind me.

Once again, Marlene took my hands and placed them on top of her bra. Her breasts were pushing out of the top and my fingers lightly made their way along the edge, feeling the softness of her skin. The material of the bra was very similar to the fabric of her shirt. smooth, silky, feeling shiny to the touch.

"Wow!" I said.

"Wow what?" she asked with a smile in her voice, knowing exactly what I was talking about.

Marlene grabbed my hands and pushed them more firmly into her breasts and, said, "kind of false advertising."

"What do you mean?" I asked.

"It's a push up bra which makes things look a bit bigger than they trually are. I'm only a 34B."

"Does B stand for beautiful?" I asked with my boyish grin.

She pinched my cheek and said, "No, I wish."

"What color?"

"Take a wild guess," she laughed.

"If you say that I'm right when I guess silver, I am going to pass out right here in front of you."

"Well then, I better get ready to catch you," she said, again giving me a soft kiss on my lips. "Why don't you see what you can do with it?" she asked keeping her lips lightly against mine.

I reached around and unclasped the hooks on the first try. The one strap whipped away easing the tension. The band eased and I let go of the end that I had held in my hand. With a sensuous, lingering kiss, she continued, "Hmm, for one who can't see, one seems to have a bit of experience in unclasping a bra", The feeling of her lips widened with a smile.

"Just pure luck," I replied with my lips widening into a matching smile.

"yeah, I bet," she said jabbing me in the side with her hand.

Marlene's mouth softly pressed onto mine. She slowly parted her lips and slid the tip of her tongue seductively along my lips. My head began to spin. I slowly parted my mouth and our tongues touched for the first time. The kiss became more passionate and our mouths clamped together with our tongues entangled in an erotic dance inside. Our breathing became heavier and moans filled the room. It wasn't forceful, it wasn't wild and hard, it was a soft, sensual, sexy, lingering kiss that i never wanted to end. Marlene parted our kiss saying, "I think someone has a slight problem" and she pushed her pelvis into my rock hard cock.

I pulled my hips back in embarrassment and just as quickly, Marlene's hands dropped down to the cheeks of my ass and pulled me back into her. "Nice try buddy boy," she said, rubbing harder into me this time.

Her bra was still hanging from her shoulders and covering the beautiful breasts that I so very much wanted to feel. I pulled her hands away and slid myself around to her naked back. Holding onto her hips, I pushed my hard cock against her ass and said, "I didn't finish my job yet."

Marlene let out a long moan as she pushed her ass back into me. My hands left her hips and slowly made their way up her stomach to the lingering cups of her bra. She shook her shoulders the slightest bit and the straps fell down, sliding along her arms and her bra ffell through my hands to the floor. I trailed slowly under her tits with my fingers, again just barely touching her skin. I slipped them around to her sides, and up to the flat part of her chest circling where the slope of her tits began and back down in between them.

"Michael please," she whimpered.

"Problem?" I whissppered in her ear from behind, again pushing my cock into her ass.

My hands trailed back down to her waist. Marlene took firm hold of them, bringing them back up to her tits and cupped them over the stiff nipples which stood high and proud. Her tits were perfectly shaped. They were firm yet soft to the touch of my rough hands. "My God Marlene, you're beautiful," I whispered into her ear. Her head fell back onto my shoulder as I began to gently massage and caress them. She let out a long, sensuous moan as I continued my wwork. I began to softly take her hard nipples between my fingers, gently rubbing them together. Marlene's head fell heavier into my chest and she moaned louder as her ass began to circle my cock, making me insane with pleasure. My mind was on overload. I had a beautiful pair of perfect tits with hard nipples in my hands and from what I could make out, a sweet ass grinding onto my hard cock. I leaned forward and began to kiss her tender shoulder, working my way up to her neck.

"Oh my God, please don't stop," she faintly whispered.

I repeated my kisses onto the other side of her neck, this time sucking on her delicate skin as I worked my way back up to her ear. My tongue slowly reached and touched her earlobe, lightly working around the perimeter until I returned to it. I reversed my trail with my tongue and dipped the tip into her ear. She gasped as her arms reached back to grab my head, pulling me deeper into her. This action pushed her firm tits further out and she loudly groaned.

"Oh my God, "I'm going to cum!" she said, surprising me with her words. "Oh god, rub my tits harder Michael, pinch my nipples, yes, yes."

My hands began to work the soft flesh of her tits more roughly and I pushed them together,squeezing her nipples a bit harder between my fingers. I dropped my mouth back down to her neck, sucking on it as my hands continued their manipulation on her tits. "Oh God, yes, don't stop..., don't stop, don't..." she yelled as she ground her ass more forcefully onto my bulging cock.

Her moans continued to grow louder and her breathing was rapid as she grabbed my hands and squeezed them harder around her breasts and nipples, mashing them together. "Oh Michael, oh Michael... Please..." she begged. Her body suddenly stiffened as she let out a final gasp of pure, sexual pleasure before falling limp against me.

Marlene dropped forward down onto the sofa in front of her as she gasped for air and began to tremble in an overwhelming sense of emotion. I rubbed her back asking her if she was alright. She shook her head up and down as she continued trembling and sniffling.

"did I hurt you?" I asked with concern.

"My god no," she sniffled and turned to sit on the sofa with her hands in her face.

I knelt down before her and pulled her hands gently away from her face. "What?" I asked.

"that never happened before," she whispered with a still shaky voice.

"You never had an orgasm?" I asked stupidly.

"No, I've had orgasms while having sex, but never without oral stimulation or intercourse."

I lifted her chin up and felt the warm, wet tears that ran along her cheeks and down to her chin. As Marlene did to me earlier, I began to kiss my way up the salty trail of tears, sucking them into my mouth until I reached her eyes. I gently kissed her eyebrows and eyelids.

"Michael, it's been so long..." she said as she gathered herself before me. "What did you just do to me? How did you do that?"

With my grin I said, " I just closed my eyes and hoped for the best."

This brought a laugh from Marlene as she tackled me onto the floor and straddled my chest with her thighs. She placed her hands on the floor, along each side of my head and leaning over me said laughing, "just closed your eyes and hoped for the best huh?"

She planted one of those silky, soft, mind numbing kisses on me. I reached my arms up around her neck and pulled her down harder onto my mouth. The moans soon followed and I reached my hands up cupping her face as we continued our long, passionate kiss. I dropped my hands down to her sides and began to pull her up my body, breaking our kiss and bringing one of her tits to my face. The smell of her perfume lingered on her body as I kissed and sucked my way to what had been dangling over me seconds ago. I took the nipple and sucked it softly into my mouth, rolling my tongue around it. I then began circling her soft areolas, then sucking a bit harder, took as much of her beautiful breast into my hungry mouth as I could.

"Michael she moaned, "Michael,oh god, don't stop... Please."

I began sucking and licking her tit as if it were my last meal. Her hips began to grind hard onto my stomach as I continued my oral stimulation on her delicious breast. I reached up with my hand to caress the nipple on her other breast, rolling it hard between my fingers as I had done before.

Marlene started grinding herself harder and faster into me, moaning more and more as she pleaded repeatedly. "Oh god, oh god, yes..." she panted, finally letting out a slight whimper, and once again, fell limp onto me in a sharp, mini orgasm.

"That's not possible... What are you doing to me"?" she asked in heavy breaths. "How do you keep doing that?"

Marlene's head was laying on my shoulder now and she began to trail her long nails down my body, reaching under my shirt and up my chest. "Oh my," she moaned. Her nails slowly ran upwards dragging across my left nipple, to my shoulder and then back down to my stomach, lighting up every nerve ending along the way. There are no words that I can use to describe what I was feeling. I could only moan, I had no awareness except for the feeling of her nails raking along my skin.

"Hey", she exclaimed. "Somebody still has all of his clothes on and it's someone else's turn to do something about it," she laughed, poking me in the chest with a renewed vigor.

I raised my hands above my head as they rested on the hard floor and said, "You better get busy!"

"I think that I would rather do my work with you standing."

Marlene rolled off of me, stood up and looking down at me said, "C'mon you."

I rolled over onto my stomach then up onto my knees. "Do you need some help, old man?" she asked, standing directly in front of me.

I reached up grabbing the small of her back and brought her belly into my face giving it a big, sucking kiss. "Hey you!" she laughed, "That's not fair!"

"A lot of things aren't fair," I said, turning my face to the side and rubbing my cheeks on her soft, silky skin.

"Mmmmm...," I moaned.

"Michael... Oh...," she whispered. "Time to get up," she again whispered, this time in a shaky voice.

"Can I see just one more thing while I'm down here?"

"What?" she barely said.

I took my hands from the small of her back and slid them down to her ass. Again, the fabric was slick, having that familiar feeling. Her ass was small, but full. I didn't feel any pantie line as I gently gave her cheeks a squeeze.

"What color?" I asked.

"Black," she moaned, reaching her hands to the back of my head and pulling my face into her as I continued to rub her ass cheeks.