That's What Friends Are For Pt. 03

Previously on That's What Friends Are For... Phillip was best friends with Liz's husband years ago. During a drunken encounter, they experienced a night of passion neither one of them ever forgot. Years later, Liz was no longer married and she meets Phillip at a party. Finding time along, they realized the passion between them never faded. Now, Liz was preparing to continue a love affair she never thought she'd get a second chance at....

As Liz drove behind Phillip, she glanced at the GPS map on her phone. It said they'd be to Phillip's place in another 25 minutes. She realized now that he had remained within easy driving distance of her this whole time, that should could have easily had the incredible experience she'd just had in the park far earlier, if only she'd allowed herself the opportunity to consider it and pick up the phone.

Of course, it had been more complicated than that. She'd stayed married for years and by the time her marriage was over she had grown accustomed to banishing the memories of her first sexual encounter with Phillip. She hadn't allowed herself to consider him a possibility. That was the whole problem.

Her hands shook as she followed Phillip onto the highway and she brushed hair out of her face, memories of what they'd just done flashing through her. She felt like she could see her body from outside it, watching as Phillip was sitting behind her as she held herself up standing against a tree, his face buried in her ass and doing everything in his power to make her cum on his face. She'd never felt anything like it.

She almost drove off the road as she snapped back to reality, a car in the opposing lane honking their horn at her. As she jerked one hand back to the steering wheel she realized she had placed it between her legs, grabbing her pussy as she remembered how incredible it had felt with Phillip.

Could this really be happening? She wasn't a kid anymore, she was a grown ass 38 year old woman and here she was following some guy home from a party with only one thing on her mind. To get fucked. Hopefully repeatedly. Was there something wrong with her? She see's Phillip for the first time in years and within a very short time she lets him have his way with her, in public once again, and now she was hoping for more? There has to be something wrong with her.

But no. No. She shook her head. Absolutely not. She refused to think like that anymore. She deserved this. She needed this and above all that, she wanted it. She wanted it more than anything she'd ever wanted in her entire life.

Paying closer attention to the road, she let her mind drift a little to examine what she and Phillip had done to each other. He had been fucking her so hard and deep, in such total control over her body, she'd begged him to cum, and he had. She'd needed it. And god damn it, who cares what anyone else thought? She didn't have to consider anyone else's happiness but her own on this topic. She'd been trying to protect other people's happiness for much too long of her adult life already and she wasn't going to play that game anymore.

She just hoped he felt the same way now that he'd fucked her brains out. Based on what'd he'd said to her and the things he'd done to her, she didn't that the chances of that were too likely right now. But, there was a part of her that worried, where her anxiety was growing.

As they finally pulled up to Phillips house, she pushed her fears down deep. She parked her car and met him at his front door where he greeted her and gave her a kiss, she wrapped her arms around his waist and grabbed his butt, kissing him deeper as she squeezed and said, "I missed you."

He smiled and said, "I missed you too, c'mon, lets get inside."

They kicked their shoes off in the entrance hallway and he led them to his kitchen where they deposited some keys. Phillip activated an electric tea kettle and started heating up some water and pulling out some items from the cabinents.

"Whatcha making?" she asked.

"A hot toddy, would you like one?" he pulled out a handle of bourbon from a cabinent.

"Yes, please." While the water was warming up he led her into the adjoining living room and she sat down on the couch, looking up at him expectantly.

"I'll be done in a minute, doesn't take long for the water to heat up, and then we can um... chat a little and get back to where we were. If you want...." Phillip said smiling at her.

"Uh... yea," Liz giggled. "I very much do want."

As he walked out of the room he began to shed clothing, taking off his jacket and shirt and tossing them to the side. She saw him walk into the kitchen, now wearing nothing above the waist. She laughed more as she began to hear the sounds of his belt buckle being undone and his shoes and pants hitting the floor.

It had been a while for Liz since she had been in a situation like this. Actually, she had probably never been in a situation quite like this, but she was pretty sure this meant that she was definitely going to get lucky again. She chose to keep her clothes on for now.

She heard the tea kettle finish warming up the water as it started to boil and heard Phillip making their drink as she looked around his living room. It was about what she expected. Not really any art on the walls, just a nice comfy couch, a big TV and a simple table holding a Xbox and a computer. Boys were so simple sometimes.

When Phillip came back into the room he was only wearing his boxer briefs and she was happy to see that his large dick was fully ready for action. Him holding two cups of steaming hot toddy was completely secondary in her mind to the massive erection that was coming her direction.

Still, she decided to tease him a bit and didn't even acknowledge, verbally anyway, his state of dress. There was no way to hide the way her eyes had visually groped him when he walked into the room.

As she sipped the warm bourbon tea, she began running the finger of her other hand along the neck line of her shirt, ever so slightly pulling it down and exposing more of her breasts.

Phillip was also drinking his tea and said, "Sorry my place isn't exactly nice to look at."

"Oh its ok," Liz said. "I mean, it's a nice place. Could use a woman's touch of course, but its neat and clean so, what more is there to ask for really?"

Phillip grabbed his dick and smiled and said, "The apartment isn't the only thing that could use a woman's touch." He laughed at his joke.

She looked at him, dead panned and said, "I don't know what you're referring to."

By now the strokes and subsequent pulling down of her neck line had pulled it down exposing most of her breast, with her nipples just about an inch below the top of her shirt.

"Oh really? So you're being funny now?" Phillip said, finishing his drink and placing it on a small table next to his side of the couch.

She looked at him as normal as she could and said, "What do you mean?"

She couldn't take it anymore, she giggled and smiled and put her drink down. "I wanted to see what you'd do if I just pretended like I had completely changed my attitude, but I'm not that good an actor. Maybe one day, but right now I just want you too fucking bad."

She stripped everything off and sat down in his lap, facing him and grinding her pussy into his rock hard dick, still unfortunately encased in his boxer briefs.

"Jesus your dick is so big," She said, grinding hard into him and kissing him deeply. "Phillip, I want you so bad. Can we move into the bedroom?"

"Of course we can," Phillip said. They began walking. "Actually the only reason I made a drink was because I wanted to try and slow things down a little bit. The whole way over here I felt like I was going crazy, just thinking about you."

As they entered his bedroom, she was happy to see that he had spent a little more time in here making it feel cozy. She'd halfway expected just to find a mattress on the floor and another TV and game system. Instead she found a large bedroom, a very strudy and luxurious looking bedframe, a thick mattress, a sensible looking clothes dresser, a framed poster on the wall, a treadmill in the corner, and yes another game system. Still, much more cozy than the bedroom.

Phillip turned around to face her in front of his bed. She said, "Yea? Am I making you nervous?" She poked him in the stomach and he backed up further against the bed and sat down.

"Excited, nervous... ecstatic I guess," Phillip said, smiling wide as he looked at her.

"Ecstatic? Just what is it you think I'm gonna do to you?" Liz laughed and pushed her underwear to the floor. She grabbed a pillow off the bed and put it on the floor in front of her, sinking to her knees in front of him. Grabbing hold of his boxer briefs, she wasted no time in pulling them to the floor and off his feet, her eyes ogling his dick when it was finally freed.

She had been waiting for this moment for what felt like hours, but had really been at most and hour since they'd left the party. "I've wanted this dick in my mouth for years."

With that she began to kiss, lick, and fondle the large cock in front of her. She tasted some of what had to be her own juices and his cum on his dick from their earlier intense session. She savored it as she felt it move in her mouth and watched as Phillip leaned back and closed his eyes, moaning as he felt the pleasure her mouth was giving him.

Liz rolled her lips and tongue over the head of his penis and was again shocked at how thick and long the organ was. Phillip really was blessed, and by extension she was blessed because she got to play with such a substantial item and have it provide her such incredible sensations.

"Oh my god, you're treating me so good," Phillip said laying back and putting his head on the bed as he felt Liz jam his dick into the back of her throat and thrust back and forth a few times.

Liz could feel Phillips dick twitching in her mouth as she moved in and out, over her lips and wrapped her left hand around it at the same time, caressing it softly as it moved in and out of her mouth. "Enjoying yourself up there stud?"

"Hell yes!" Phillip said. "This feels amazing."

She removed his dick from her mouth and spent a few seconds studying it, enjoying looking at it and moving her hands across it. As she felt its weight and observed its curves and veins, feeling his pulse in his dick as his body worked to keep it hard as a rock.

"Get up on the bed, I want to get in bed with you, don't worry... I'll keep going, I know you're enjoying it." Liz said as Phillip scooted up further on the bed and put his head on the pillow. Liz curled up next to him, her head in line with his dick. She planted her chest across his mid section and began stroking his dick with both hands.

She looked him in the eyes and stuck her tongue out as she kept quickly jerking him off, then she started moaning, "Oh yea baby, your dick is good mmmmm, it feels so nice in my hands. You want to cum all over my tits?"

Liz felt his body start to tremble as he started thrusting into her hands, "God yes Liz, fuck, I'm ready already."

Liz smiled mischievously as she pivoted her body around so that her torso was straddling his completely, her face hovering over his throbbing cock and her pussy in line with his mouth. She slowed her strokes down on his dick, she wasn't ready for him to pop off just yet. She wanted it, wanted it so bad, wanted to feel his dick twitch in her mouth and flood down her throat. But as much as she wanted it, she wanted to delay it for Phillip even more. She wanted to torture this man with pleasure the way he had at the park.

She stroked Phillip's dick slowly and ran her tongue along the head, puckering her lips and kissing it. She heard Phillip moan and felt him grab her ass from beneath her, burying his face in her pussy and moaning more as he began to kiss and lick her pussy.

Liz felt a flood of emotions and sensations as her own physical pleasure began coursing through her body as Phillip dove into her like a warm meal. She cried out as she felt him moving his tongue back and forth inside her and she stifled her own moans by jamming Phillip's dick back in her mouth and frantically moving it up and down, deep into her throat.

"Holy shit!" she yelled as she felt Phillip start in again with his fingers, driving her absolutely wild. She felt like she was on fire, like her body was going to explode again and now she couldn't help but hope that Phillip exploded right along with her. She abandoned all thoughts of going slow and she felt his face buried into her body. Liz could feel her own explosion coming, fast.

She took a hold of Phillips dick with one hand, holding his balls in the other and began moving everything along with her mouth. She focused on giving him the wettest blow job she could perform. She moaned into his dick, urging him on and then said, "God yes, I'm ready for you, cum in my mouth god damn it, fuck!"

She let herself go as she said that, she couldn't wait anymore. Her body quaked and she moaned deep in her throat, her airway blocked by Phillip's massive dick. She felt it rolling over her, every part of her body tingling and then she felt Phillip grunt, felt his dick jerk and felt her mouth and throat flood with his cum. Flooded with so many sensations, her eyes rolled into the back of her head. Her own orgasm was still rolling through her as she continued feeling Phillip's body spasm, her self satisfaction at making him feel so good making her feel sexy and young again.

She felt him collapse beneath her as he released his grip on her. She continued to lick and suck his dick, cleaning up all remnants of his cum and allowing the tingling sensations of her body to fade.

"Phillip, your dick felt so good in my mouth, and then what you did to me was amazing," Liz said, rolling off of him and laying her head down on the pillow next to him.

Phillip was still breathing heavy, his chest still covered in sweat and rising and falling rapidly. "Whew, yes baby, that was awesome. I loved everything about it."

"Feeling a little overwhelmed?" Liz noticed his face was red.

"Sorry yes, just recovering a little. I had a little trouble breathing down there," Phillip chuckled. Liz realized he meant that she had been jamming her body down so far on his face that he wasn't getting any kind of normal breathing going during that time.

"Oh, I'm sorry," Liz said.

"Don't be sorry, I loved it. I could have pulled away to take a breath, but I didn't want to stop. I love putting my face between your legs and going to town on you," Phillip said smiling, his breathing finally calming.

Within a few minutes, both of them were asleep. It was now almost 2 am, and their bodies were exhausted by their respective explosive orgasms and the late hour. Liz woke up a few minutes later and covered them both up with the blankets. Phillip had fallen asleep flat on his back. She placed her head on his shoulder and put her arms around him.

She felt better than she had in... who knows how long. She was physically satisfied better than eh had been in her whole life, and she was with someone she wanted to be with. Someone that, she think, she felt truly passionate about. She hadn't felt this good about pleasing her ex, even when things were going well. She loved the way Phillip made her feel, and she loved making him feel good.

She drifted off to sleep, excited to wake up and see where the day would take them.