Study Buddy Pt. 01

"I want to see it."

"It's all for you."

She started kissing back down my chest, not stopping my nipples, but keeping on going down to stick her tongue in my navel, and moving on down to kiss just above the waistband of my boxers. Her hands quickly hooked into that waistband and gradually slid it down, exposing my pubic hair, she inhaled deeply, as her lips went further down. She pulled my underwear completely down, exposing my cock in its entirety. Her lips moved to the joint between my abdomen and my left thigh and she kissed and licked intensely. She moved across to the right side, before touching my cock with her fingers.

"It's beautiful, so hard for me, so soft to touch," she whispered.

"It's all yours."

She stood up and guided me backwards toward the bed. She pushed me down.

"Lie down," she commanded.

I pulled my feet up and laid myself down on the bed. She moved down to my feet and took off my socks and added them to the pile of clothes she had removed. She started kissing my feet, then she worked her way up my legs. She spread my legs apart so she could kiss up my inner thighs. She started from the knee on the left and worked almost to my balls.

"Are those balls full of cum for me, Rob? Are they?" she whispered.

I just groaned. My cock was standing straight up. It was throbbing of its own accord. She went down to the right knee and started up the inner thigh. When she got close to the top, she stopped. I looked at her. She looked me in the eyes and crawled up the bed to me. She lay next to me and leaned over and started kissing me on the lips again. She pulled back.

"You are so beautiful. I am glad you are mine tonight," she said softly.

"I can't believe how you are making me feel. You are beautiful, too, you look and feel amazing. My brain is having a meltdown. Trying to keep my hands off of you is so hard. Your body is amazing, and I want to respond to everything. I want to do to you what you have been doing to me. But I don't know if I can."

"I'm not done with you yet," she sighed.

She started playing with my chest hair again, and then my nipples. She moved so that her breasts were pushed against my chest for the first time. I was feeling their softness through her lacy bra. I concentrated on that sensation, then her hands started teasing downward over my abs, to my still hard cock. As she captured my cock in her soft fingers, she started jacking it slowly. I concentrated on a new sensation. I was almost ready to blow, but she grabbed me around the base of my cock and waited for the sensation to pass. She moved, dragging her breasts over my chest and abs until her head was near my cock. Her breasts were on my thigh, and she was looking at me past my cock. She moved up and started to lick the head.

"Oh my"

She licked all the way down the shaft. Then she licked back up and circled the head stopping under the bottom and kissing and sucking that sensitive part. She opened her mouth and took just the head in, swirling her tongue around the head. Then she started to move her mouth further down the shaft, taking half of my cock in her mouth and swirling her tongue around. She pulled back until she had just the head and then moved all the way down my cock so that she had at least 5 inches in her mouth. Then she pulled off completely, looking at me.

"I want your cum. In my mouth. OK?" she said softly.

I nodded. She started moving faster over my cock, her fingers stroking my balls. I was trying not to explode. I was experiencing a fire that I had never had before. My brain, nipples, balls, and cock were all being stimulated at the same time. She moved her other hand down to the base of my cock and started to stroke while she held my head in her mouth and moved back and forth.

"I can't hold it any longer, I am gonna shoot," I whispered.

She simply kept going until I started to unload in her mouth. I lost count of how many times I shot. At least seven. She looked up at me, and opened her mouth to show me my cum, and swallowed. Then she came up my body. Hugging me. I reached over to kiss her on the mouth. It didn't make any difference that she had my come in her mouth, or had been around my cock. I just wanted to thank her for the pleasure she gave me so willingly. It tasted fine, and I felt great.

"Wow, Rob, not many guys will kiss like that after a blow job. Was that OK?" she asked cautiously.

"I love you. All of you. Why would that be wrong or gross? Is there something I can do to return the pleasure tonight? I want more of you. You are so beautiful," I sighed.

"Will you undress me, the way I did you?" Sandy whispered, standing up as I followed her off the bed.

I kissed her softly, moving down to her jaw line. and neck. I slowly untied the robe she was wearing, and pushed the shoulders off as the robe fell to the ground.

My kisses went down to her collarbone, and I worked slowly to the back of her lingerie. finding the clasps, I gradually removed each of them while kissing further down to the tops of her breasts. Finally, I had the last clasp and her negligee fell to the ground as well, revealing her breasts to me for the first time. They started lower on her chest, but stuck out straight, with large areolas and nipples. I moved my left hand to her left breast and cupped it from below, feeling the weight in my hand. I moved my fingers around the perimeter of the mound, and Sandy breathed in gently. I avoided the nipples for a good while, using both hands on her breasts, just caressing them softly. I noticed her nipples starting to engorge and stand out at least half an inch. I moved my mouth down to caress her breasts the same as my hand had done. Avoiding her nipples altogether, until all at once I moved my tongue to flick her left nipple and started sucking her whole breast into my mouth while flicking the nipple with my tongue at the same time.

"Holy Shit, Rob, keep doing that, it feels great."

That was all the encouragement I needed. I switched breasts with my mouth and did the same thing. She moaned her enjoyment but let me continue without further direction.

I brought my hands down to the lace panties that she was still wearing. "OK if these come off?" I asked.

"Uh huh," was her only reply.

I slowly slid her last remaining garment off, and it fell to the floor. I moved back up to kiss her on the mouth. My hands were holding her bare butt for the first time. I caressed her cheeks while I kissed her deeply and spun her so that her back was to the bed. I slowly moved her back until it hit the backs of her knees and she sat.

"Sandy, I feel good, but I will need some instruction. Can you help me?"

"Rob, do you want to eat my pussy and help me have an orgasm the way I did you?" she asked.

"Exactly, please help me get started and finish well."

"Start by doing what I did to you", she said, "I'll help you if you get lost," she said.

"Lie down on the bed, Sandy." I commanded.

I started kissing her lips, softly, but quickly moved to brush her hair away from her left ear and started kissing the earlobe and the soft flesh below that. Then I moved down to her neck and left a trail of soft kisses until I reached her collarbone, I switched sides now moving down to her right breast. I circled it with my kisses, avoiding the aureola and the nipple, I took my hands and moved them up her sides until they were next to her breasts, and I started to move them inward, palming both breasts simultaneously, moving them, brushing her nipples lighty with my hands. squeezing so gently, taking the nipples between my fingers and rolling them until Sandy started to moan and fidget. I took my kisses south while continuing to play with her breasts with my hands. I kissed down her cleavage through her abs to her belly button. I swirled around that with my tongue several times before moving down to her bush. Her pubic hair was a garden and I pulled my left hand down to play with it. combing it up and down, left and right. I slowly palmed her mound and ran a finger through her wetness. She shivered.

"I'm doing ok?" I asked.

"Uh huh, keep going, you are driving me crazy."

I remembered that at this point she had moved away from my cock and had started working from the feet back up to the middle. So I did the same. I started kissing her toes and worked my way up one leg to her knee, then switched legs, then from that knee I kept on going until I reached her inner thighs and spread them slightly for access. I kissed and gently bit up her inner thighs, alternating until I got to my prize. I reached up with my hands to pet her pussy, to tease the outer lips apart. Then I took one flat lick from bottom to top. from perineum to her clit. She shuddered, so I did that a few more times. Then I started sucking on her lips, gently teasing with my tongue and teeth as if I were kissing her face. Her hips started to move and I took that as a good sign. So I moved up to lick around her clit without licking it directly.

"That's it, right there, Rob," she husked, "you can put a finger or two in me, right now if you want. Try to graze the top right behind my clitoris if you can, feel for a little different patch inside. Play with that."

I stuck in my index and middle fingers and almost immediately found that spot, as Sandy started to move much more actively. I decided to suck on her clit lightly, while my fingers were moving as she became more and more animated. I moved my other hand to her breast and was tweaking a nipple. When she started her first orgasm, I could feel her pussy muscles clamp on my fingers hard.

"Don't stop", she said.

I started licking her clit while sucking it, and continued to finger her, and she crashed through several waves of orgasm, before finally pushing my head away from her sex.

"Too sensitive, need a minute." she gasped.

Her body had a sheen of sweat and her chest had mottled red blotches. Her breathing gradually returned to normal.

I pulled myself up and laid beside her playing with her hair and kissing her cheek. I was waiting to hear her say something. I did not want to speak first.

"Rob, you are a fast learner. Thank you. That was the best orgasm I've had in a long time. You showed a lot of self-control. What did you think, and feel?" she asked.

"I wanted to please you. I loved licking the sweat off your boobs. I loved how you responded to my kisses. It was so subtle. I loved the scent and taste of your pussy. I could get addicted to that. I loved how animated you got, and how your pussy clamped down on my fingers. A hundred other things, but that is what comes to mind. What did you feel?"

"I felt loved. I felt cared for. I felt extremely turned on. When you sucked my whole tit in your mouth at once, I almost lost it. That was amazing. You were gentle, and caring, and you were intent on giving me pleasure. In short, I couldn't have loved it more." She shared, "That was a damned good first lesson as far as I am concerned."

"Can I just hold you for a while?" I asked not wanting to be apart.

We rolled so that I was a big spoon, and I held her breasts in my left hand while my right hand traced her hip. Suddenly I found her hips were the sexiest thing I had ever experienced. She could tell that something was on my mind...

"What ya thinking, Rob?"

"Your hips are amazing. I have noticed before, but this is something. For me, your absolutely sexiest feature. I hope this doesn't come out weird, but they make me want to have a baby with you." I opened up, hoping she wouldn't freak out.

"That is the most amazing thing anyone has ever said to me. While we both know that can't happen, I appreciate how deep that urge goes and how connected it makes us. I have to tell Brian, not sure how he'll react, but that's for him to deal with."

We dozed off after that, and I awoke listening to Sandy breathing under my hands, in truth it was the first time I had ever slept naked with a girl. It was beyond amazing. This was something I knew I wanted. Over and over. This closeness. This intimacy. It was what my heart was craving. Then I started thinking about reality. I was doing this incredibly intimate thing with a married woman. I will never have this with her permanently. Nor did I really want that.

Sandy awoke. She rolled over to look at me. "You OK?" she asked.

Soooo... I told her that I loved this level of intimacy and I knew that it is what I was craving in my heart. And that it was bittersweet, because we couldn't really continue and so I cried.

She said the sweetest thing. That she craved it too, and had been missing it in her marriage. still no way forward for us, but a mutual understanding.

"What's next for us, Sandy?" I wondered out loud.

"I think cleaning up and going home is a good start. You did so well tonight, I think we have a few more lessons to do and then you will be free and ready to go start something good. But I am not done with you yet. Follow me to the shower, and we can get cleaned up," she winked.

As I followed her to the shower we were both still naked. She seemed so much closer to my age as we started the shower and got in together. I washed her hair and she washed mine. We let our fingers explore each other fully. I found nothing wrong with her body. But she pointed out the stretch marks from childbirth. Which I thought were totally fine.

We toweled each other dry and kissed and hugged each other still without clothing on. It was about 5 o'clock in the morning. She wanted to be home before Heather awoke so we dressed and prepared to part ways. We agreed that Sandy would let me know when we could do this again.

I kissed her and told her that I loved her, and walked away to my car. She followed after she locked the condo door. Leaving us both with a lot to ponder.