Feet First

We sat on the couch, pretending to watch the movie on the small tv. Or, at least I did. I can't read minds, so I really don't know what Steph as thinking, but she seemed as little interested in the movie as I was.

It was later in the evening, and we had put Katie, my 18 month old, to sleep on the bed in Stephanie's bedroom about an hour ago. I knew I would have to wake her up when I took her home, but she slept well enough that she wouldn't be too fussy about it. Karen wouldn't be home for another couple of hours, so I could spend some a little while longer with Steph before I needed to get home to Karen.

Of course, Karen knew where we were. I had told her that we would be at Stephanie's for dinner tonight, so that Katie could go swimming in the pool at Steph's apartment complex. It was across the street and few buildings down from the building that Stephanie lived in, but it was a quiet complex and Katie seemed to enjoy splashing around in the pool. We had been friends with Stephanie for several years, and our family shared many dinners and other events with Stephanie.

Stephanie and I had been doing a kind of low-key seduction of each other for the past several weeks. Stephanie had been divorced for over ten years, and did not seem to be inclined to date much. I knew there was still some fire in her, but her plain looks and plump figure didn't draw many looks.

Nonetheless, I had been pursuing her, quietly, for the past several months. Whenever we would have the opportunity to be alone, I would touch her gently, with quick hugs, pecks on the cheeks when we parted, and just generally being close to her whenever I could arrange it.

Take tonight, for instance. Katie and I showed up around 4. I gave her a hug and quick kiss as we headed inside. I managed to get the kiss on her lips, even though she usually tried to turn her head to take my kiss on her cheek. She didn't seem to mind, and her efforts to turn her head had been lackluster at best in the past few weeks. Katie immediately went to the closet and began pulling pool toys out. Stephanie laughed and said, "Well, I guess we should get changed."

I leered comically and said, "Need any help?"

She looked at me and said, "No, I think I can manage." I ducked into the bathroom and changed into my suit and then got Katie into hers. By that time, Steph was changed and back out, getting towels, toys, and other swimming equipment together. We trooped out the pool and lazed about while Katie splashed and giggled merrily. I occasionally slipped my arm around Stephanie or rested my hand on her leg while we chatted and watched Katie.

When we headed back to Stephanie's apartment, Katie was worn out from playing and ready for dinner and sleep. When we were changing back into street clothes, I again teased Stephanie by asking if I could watch her change. She said no, but I could tell she gave it a bit of thought.

We had sandwiches and and chips and fresh veggies for dinner with some fruit for dessert. After we cleaned up, I laid Katie down on the bed and sang to her while she fell asleep. When she was sleeping, I closed the door quietly and went back into the living room.

Stephanie and I decided to find a movie on tv and settled onto the couch. It was small settee, and we sat fairly close together. I casually put my left arm around her shoulder, and after a moment, she cuddled against me.

We settled in to watch the movie, but I had seen it before and wasn't terribly interested. I began to use my left had to trace random patterns on her bare arm, my hand wandering widely over her upper arm. At the same time, her head was slipping down my shoulder such that the left side of her head was near my head. Every so often, I would lean down and kiss her gently on her head.

At one point, I moved my hand up to softly massage her temple. She closed her eyes and purred a bit, and then said, "You'd better stop that, or I won't be responsible for my actions."

I asked her, "What would you do?"

She quivered a little and said, "I don't know," as she bit her lip and sighed.

I moved by hand back down to her arm as she relaxed against me. I moved my right hand to being stoking her other arm, as we continued to stare at the movie. As we sat there, I continued to stroke arms, apparently aimlessly. In fact, I had noticed that because of her position on the couch, her heavy right breast was pressed up against her arm. As I stroked, I moved my hand slightly so that I was not just stroking the arm, but the flesh of her breast. Shortly, my hand had abandoned her arm and was slowly massaging her breast.

She didn't stop me, move my hand away, or otherwise recognize that I was now rubbing her boob. After a few minutes of that, I took the risk of reaching down to draw her shirt up so that I could touch the bare skin of her chest and perhaps reach into her bra. As I began to inch the fabric up her torso, she said suddenly, in a slightly plaintive voice, "What are we doing?"

I froze, debating how to respond. A wrong response would risk our friendship and worse, could get me busted as an incompetent adulterer. A right response could get me some sexual release. Since Stephanie know me so well, I decided that honestly was the best option. What the hell - might as well jump in feet first. "At the moment, I'm trying to get to know this magnificent breast I just found. Past that, I'm not sure, either."

I waited. She took a breath and said, "I think we're about to cross a line. If we do, things might never be the same. And what about Karen? She's one of my best friends."

"I'm willing to take that risk. I know that I want you, and that I will never hurt you. And I know that you know that I won't hurt Karen or Katie, either. What we can have can be nice, but it can't be much. If you're willing to live with that, great. If not, that's fine too, and I won't be angry. As for Karen, that's my burden to bear. I'm willing to take that risk, too."

Stephanie thought for moment, then nodded her head, more to herself than to me. She said, "Ok. I can live with that." Her breath came a little quicker, and I resumed inching her shirt up over the boob that had been my goal.

She suddenly turned to me, looked into my eyes for a moment, and then moved her lips to mine. The kiss started gently, but she suddenly opened her mouth to me, and her tongue found mine. Our tongues danced together, drawing moans and more frenetic activity from both of us. Soon, we broke apart, breathing heavily and letting our hands roam over each other's backs and we continued to hold each other.

I began to kiss her neck, working my way up to her temples and ears. She moaned softly. While I was still softly kissing her face and neck, my hands went to her heavy breasts. I took one in each hand, caressing them through the shirt and bra she wore. She broke our embrace, looked at me for a breath and said, "Hold on just a second." With that, she reached down, grabbed the hem of her shirt and drew it over her head and off. She dropped the shirt to the floor, reached behind her, and unclasped her bra.

I stopped her before she could slip the straps down her arms and off. I put my hands on her shoulders, holding the straps in place and keeping her tits trapped by the fabric of her bra cups. I bent, put my lips on her neck, and began kissing her neck, alternating with small bites of her skin. I worked my way down her chest, kissing into the cleavage formed by her now-heaving chest. As I kissed the sides of her boobs not covered by the bra cups, she brought her arms up and put her hands on the back of my head. When she did so, I hooked my fingers under the straps still on her shoulder and slid the straps down, freeing her swaying tits from the confining fabric.

I leaned back so she could move her arms and let the bra slide off. When she did, I brought my hands back up to take her tits in them. They were as magnificent as I suspected, swaying with her rapid breathing, and crowned with large, dark brown areolae and thick, prominent nipples. After twirling my fingers around her nipples, I took one boob in both hands and brought the nipple up to where I could take it in my mouth. I began to suck on it, swirling my tongue around it and scraping it lightly with my teeth. As she moaned and grabbed my head again, I shifted my attention to her other boob and worshiped it for a moment as well.

I could feel her hands move to my back and scrabble at the back of my shirt. I disengaged from her tits long enough for her to pull my shirt off over my head, then went back to her tits. She ran her hands over my back, nails lightly scratching over my skin.

As our passion grew, I reached over and pushed the coffee table away from the couch, clearing some space next to couch. I used my hands and arms to drag her off the couch. She took my meaning and slid off the couch and onto the floor. As she did, she pulled me away from her chest and up to her face so that she could resume our kissing. As I did, she spread her legs so that I could move up to kiss her. I knew she could feel my hard-on rubbing against her through our pants as I ground my hips against hers.

As we kissed, she continued to run her hand over my back and began to move them under my waistband and onto my ass. She began to work my pants over my butt while still pulling me against her. I disengaged, and slowly stood up. Stephanie sat up, watching me. I slid my thumbs into the waistband of my shorts and slid them down my legs and stepped out of them. As I did, I moved closer to her, my erection straining at my underwear and throbbing next to her head.

With a cautious move, she grabbed my boxers and slid them down, freeing my boner, which snapped out toward her face. As I stepped out of my boxers, she reached up and took my member in her warm, soft hand. She examined it closely, stroking me slowly and with great deliberation. Slowly, she brought her mouth to me and took the head in her mouth. As she did, her tongue swirled around it, teasing the underside and drawing a heart-felt moan from me.

She continued to blow me, bobbing her head up and down on my cock while her hand stroked the base. While she did that, her other hand came up under my balls and she pressed her finger against my prostate. When she did that, I moaned again, stuttering, "I'm going to cum," and exploded in her mouth.

Stephanie took the whole load, swallowing several times before easing away from my dick. I collapsed on the couch next to where she sat on the floor, breathing heavily and recovering from the intensity of my orgasm. Stephanie rose and sat next to me, her hand brushing gently over my chest and caressing my skin. I reached out and drew her to me, breathing into her ear, "That was incredible. Thank you."

She drew back slightly and kissed me deeply. I returned the kiss, my hands running over her naked chest and tits. As she heated up again, I told her to stand up. When she did, I unsnapped her shorts and drew them down her legs, along with her lacy panties. Her pussy was covered by a bushy mat of hair, and I leaned into her, kissing her belly and moving downwards, with many small kisses, until my nose rested in her luxuriant bush. I planted a small kiss there, looked up at her, smiled and said quietly, "Your turn."

I stood, took her by the shoulders and turned her until she could sit on the couch. I pressed her down onto the couch and knelt in front of her, spreading her legs with my shoulders. Reaching behind her, I grabbed her ample buttcheeks and moved her forward until she was sitting at the edge of the couch. I bent down until I could kiss her pussy, drawing a gasp from her as she spread her legs still wider. I continued to kiss and lick at her pussy, circling in toward her slit. I worked my way closer, finally using my tongue to spear her clit and flick it back and forth. She was moaning and rocking her head back and forth, making jerky movements with her hips as I continued to work on her clit. I drew it into my mouth, sucking and nibbling on the little nubbin.

As I worked her clit, I reached up to grab her tit and pinched her nipple. When I did, she wrapped her hands around my head and held it in place as her orgasm began. She moaned and shuddered, her thighs clenching around my head as she gave herself over to her pleasure. She moaned, writhed, and finally went rigid as she climaxed, flooding my mouth with her juices.

As she calmed down, she released her rictus grip on my head and I planted some light kisses on the flesh of her thighs and around her pussy, but leaving the sensitive clit and lips alone. Eventually, she calmed down, and I joined her on the couch, holding her and kissing the top of her head as I held her and caressed her back.

"Wow. That was a first," she said.

"Surely not your first orgasm," I protested.

"No, that was the first time anyone has ever gone down on me," she confessed. "My husband didn't believe in anything like that - he was strictly a straightforward, in-and-out kind of guy. My earlier boyfriends just wanted to get off and didn't spend a lot of time worrying about my pleasure. And after I got divorced, well, no one was much interested in me."

"Then they were a pack of fools, the lot of them. You deserved that, and much, much more. I enjoy giving pleasure, and I really enjoyed giving pleasure to you. I would like to be able to do it again, as well." While I was saying this, I continued to stroke her back and deliver kisses to the top of her head. She leaned against me, purring softly as she recovered from her orgasm.

As she recovered, she began kissing my chest. Her lips moved to my nipples, and she gently nipped at them, sending a thrill of pleasure through me. While she was doing that, her hand moved down to my manhood and began to stroke me back to hardness. After a few minutes of that, I was hard again and ready to go on.

Stephanie, judging that I was ready, sat up and moved in front of me. Placing a leg on each side of me, she knelt on the couch so that she was positioned over me, my cock at her entrance and her tits in front of my face. She reached down, took my manhood in her hand, and rubbed the head back and forth in her slit to spread the moisture around. Then, with a slow, languid motion and a moan, she sank onto my cock, resting for a moment when I was fully seated within her.

Her pussy was warm and very wet, and I could tell by her sighs and moans that it had been quite some time since she had had a cock insider her, and that she missed it. She began to move up and down on my cock, adding a circular rocking motion to her vertical motion. As she did, I gathered her tits in my hands and brought her nipples to my mouth, sucking first on one, then the other. Stephanie wrapped her arms around my head, pulling me hard into her chest and her movements became more intense.

Our pleasure grew apace. I ran my hands over her back and down over her ass, squeezing her ass and pulling her hard onto my cock. We moved together, with my thrusts up meeting her downward strokes. Stephanie brought her face down to mine, and we kissed hard, our tongues exploring and stimulating each other and we reached our peak together.

Once again, she came quietly, going rigid against me as her pussy spasmed around my cock. I groaned my orgasm into her mouth, being careful not to wake Katie, as I sunk my hands into the flesh of her ass and held her down on my cock. As she relaxed from her orgasm, I began stroking in and out of her again, having not softened after I came. I kept moving within her, our mixed juices making a squishing sound as we moved. She looked at me, arching her eyebrow in a quizzical expression. As my cock regained its full hardness, she gasped and began a circular motion, riding my dick and grinding her clit against my pubic bone. I kissed her chest, nipping at the flesh of her tits while she ran her hands through my hair.

She shuddered several times as she experienced mini-orgasms, going rigid for a moment before resuming her grinding motions. I lost count of her orgasms, and she started babbling nonsense words as she built to another, bigger orgasm. With a quiet scream, she began spasming against me, locking my cock in her twitching pussy. Her motions drove me over the edge, and I came again, adding my noises to hers.

We relaxed together, my softening cock slipping out of her slick pussy, our combined juices flooding out and soaking the couch where we sat. We fell sideways onto the couch, our arms wrapped around each other as we enjoyed the closeness of our sexual exhaustion. We kissed, softly and without heat, gathering our strength to get up and clean up before I needed to get Katie and head home. Stephanie pulled on a robe from the bathroom as I cleaned up and got dressed, and we kissed again before I gathered the sleepy little girl and walked out, into the night. As I got Katie strapped into her car seat, I glanced back to see Stephanie watching us out the window, a small, satisfied smile on her contented face.