Kate 21

I'd known Kate for over 25 years, her full name was Katherine but I was one of the few that could get away with calling her Kate. I used to work with her boyfriend, Mark and they got married a few years later. My girlfriend and I spent a lot of time together with them and another couple Pete and Jean - May 24 camping, New Years, Birthdays, BBQ's - you name it and we were likely hanging out for it. Kate was shorter with long dark hair, slim, nice ass, not huge in the chest but very proportional to her build and generally what almost any guy would consider 'beautiful'.

Eventually, I married my girlfriend but unfortunately within 10 years Mark and Kate got divorced. A few years later she met a guy in Dominican and she eventually brought him to Canada and they got married. At first everything with them went great but he started to become more controlling which eventually turned into verbal and psychological abuse so we didn't see as much of her or them and eventually they split. This time the divorce was nasty, even more so because they had a son who was now 4. A few years after that, my first wife and I ended up divorcing as well.

Over the next 10 or so years we stayed in touch, usually by Facebook. I knew she'd gotten and beaten breast cancer; she knew my second wife needed three stents because of a heart attack but we never really got together on any regular basis.

Oddly enough, within 6 months of each other, my wife passed away from cancer and her current husband Don passed away from a heart attack. He was a fair bit older than she was and she'd mentioned a few times that it was more of an emotional relationship than a physical one because of his health problems and her mental issues from her ex, they still had sex but not on a regular basis. We each had support from family and friends but the old friendship returned and we soon found ourselves hanging out together either to watch a movie, go for a walk or just have a few drinks.

One Friday night we were watching a movie at my place and one of the scenes triggered Kate to break down in tears and without really thinking about it, I put my arm around her, pulled her to me and just held her. When it had passed, she said "thank you...I've had way too many nights of crying when there wasn't anyone there."

She didn't really move away so I kept my arm around her and after a while I noticed she'd fallen asleep against me. The movie had been done for about 30 minutes when she started talking and crying in her sleep so I gently woke her to let her know she was ok and when I did, she pulled me to her so hard I thought she might leave a bruise. When she'd calmed down again, she just looked at me and said, "I'm sorry."

I gave her a quick kiss on the forehead and said, "nothing to be sorry about, we've been friends too long for that. Are you ok to drive home?"

She thought about that for a bit and then said, "I am but...."

"But what?"

"I really don't want to go home to an empty house. If it's ok with you, could I stay here?"

I just smiled and said that would be fine. I didn't have anything that would fit Kate for sleepwear so she settled for one of my t-shirts that went almost to her knees and I cleared the spare bed off. After letting the dog out for a pee and changing into a pair of boxers (I usually slept nude I figured I'd best wear something while she was there) I was just heading from the bathroom to my bedroom when I heard her say quietly, "Mike, would you mind just holding me again until I go to sleep?"

I'd had more than one thought over the years of what it would be like to end up in bed with her but none of them had been because she was scared. I lay beside her on the bed and soon I was on my side with her curled up against my chest and one arm around her. My plan was to wait until she fell asleep and then head home back to my bed so I was a bit surprised to realize I must have dozed off when I looked and saw the clock showing 3am. I also realized that I now had one hand over her small but very firm breast.

Not wanting to look like I was taking advantage of her if she woke up, I started to slowly move my hand away but as I did, she brought one of her hands up to hold mine in place. I froze thinking she was awake but then realized that she was still asleep so instead of waking her I figured I might just as well go back to sleep and deal with things in the morning.

When I woke up a few hours later, we'd shifted positions and now I was on my back with her arm plus a leg over me and her head against my shoulder. My one hand was on an almost bare ass cheek and her hand was laying right on top of my cock which was fully hard not only from 'morning wood' but also from her hand being right there.

I was just trying to figure out what she'd think if she woke up this way when I felt her shift, move even closer and then suddenly roll away with a 'Shit!"

She looked around, then at me and I could tell she was almost ready to cry again so I said, "That's not the reaction I like to get when I wake up with a lady."

That got a bit of a smile followed by a very flustered, "I just wasn't sure who's bed I was in or who was with me.

That made me smile and ask, "So, does this happen often?"

That got me a well-deserved smack on the arm but at least she didn't look like she was going to cry anymore. "I didn't mean it that way. It's just been so long since I've slept through the whole night without waking up crying that I was still a bit disoriented."

I was a bit surprised when she rolled back so she was facing me and looked at me quietly for what felt like forever before saying quietly, "Would it be wrong if I said that it felt really good waking up with you holding me, me touching you and that I'd like to feel even more?

Knowing how much she'd been through with both her ex's and then losing her husband recently I knew how hard it would be for her to say that so I reached over, touched her face before cupping her cheek in my hand then saying, "I've got to admit that I'm feeling pretty much the same way so if it's wrong then maybe two wrongs can make a right - at least for now". Before she could say anything, I leaned forward and gave her a very soft kiss on the lips before moving away again.

I wasn't sure which way things would go so I was pleasantly surprised when she brought her face back to mine and returned the kiss except hers was firmer and longer before she pulled away. "So I take it that's a yes?"

"Yes, if you want more, I'd love to be the one to give you whatever 'more' you need but I'd best let the dog out or there's a good chance one of us will get poked with a cold nose before long."

While I was waiting for the dog, I heard Kate get up and use the bathroom and I did the same before re-joining her in bed. We shared a few more kisses before I said, "I want to make sure of a couple of things. "

With a bit of a puzzled look she said, "What?"

"Well, I don't know everything you've been through but from what I do know, I just want to make sure you'll let me know if you're not comfortable with something or change your mind."

A bit more relaxed, she smiled, gave me a quick kiss and replied, "Thank you, I certainly will. What was the other thing?"

"I hope you don't have any plans until at least this afternoon."

"Why?"

Now was my turn to smile, "Maybe I shouldn't say it but ever since I first met you years ago, I've wondered more than once what it would be like to be the one holding, kissing and making love with you and now that it looks like it's going to happen, I'm not planning on rushing things at all!"

With a soft, "That sounds perfect" she leaned into me and we spent the next few minutes just kissing softly and enjoying holding each other. Initially my hand was just tracing random patterns from her neck to her lower back but bit by bit, my 'range' expanded until I was caressing her ass and a breast but both through the nightshirt she was wearing. I knew she didn't have big nipples but it was exciting to feel the little nubs harden and press against the fabric as I touched her. Her hands weren't exactly idle either and by the time I was feeling her nipple harden against my hand, my cock was doing the same thing against hers through my boxers.

Eventually she pulled away a little, bit her lip for a second or two while she was obviously considering something. I got my answer when she sat up enough to pull the nightshirt up over her head and off. When I'd woken up with my hand on her ass, I was pretty sure there'd been a pair of panties there and with the way she was sitting I couldn't be sure, but it certainly looked like there was nothing there now so she must have taken them off when she went to the bathroom.

I could tell by the way she looked at me that she wasn't sure if I'd like what I was seeing or not so I gently I cupped the other boob in my hand, pulled her down on top of me, whispered, "Beautiful!" and gave her a much longer, more passionate kiss than we'd had so far. At first, I don't think it was intentional but as we kissed, I could feel Kate pushing her hips down slightly against my crotch. After a minute or so of that, I started pushing back against her and when I heard her first soft moan, my tongue parted her lips for the first time. It wasn't long before we were kissing passionately and grinding against each other like a couple of teenagers in heat.

Maybe she could have orgasmed just from the kissing and rubbing but I wanted her first cum with me to be a lot more intense so as much as I didn't want to stop what we were doing, I slowly rolled her over and as we continued kissing, I ran my hand from her cheek, down her neck, along her side, over her hip and down her leg to the knee and then reversed and came back up except when I came back up I ran my hand over her breast and slowed just long enough to rub her nipple with the palm of my hand. That got a very sexy moan and a slight shiver so each time I ran my hand up and down her body, I spent more time touching her breasts and teasing her nipples. I also let my fingers get closer and closer to her crotch until they were regularly running up the inside of her leg and up across her pussy before continuing up the rest of her body.

When I felt her start to push her hips up as my fingers touched her pussy, I stopped so I could just admire her nakedness again as she lay there on her back. Her breasts were small but they stayed firm and pert, her belly flat and tight and her pussy beautifully bare. Before leaning back down, I whispered, "You look amazing!" and then kissed her some more.

There was lots more of her I wanted to kiss so I moved to her neck and slowly kissed my way down her chest until I was enjoying the feel of first one, then the other nipple against my lips and tongue. From the way her one hand was holding my head and the other one was touching my back; I was pretty sure she was enjoying it too. As I enjoyed finally seeing and touching her bare breasts, my fingers weren't exactly idle and I was slowly teasing her smooth, bare pussy at the same time. Finally, I just had to explore the rest of her so I started kissing a trail down her belly until she was feeling my lips on the inside of her thighs. As I continued my kisses, she parted her legs more and finally I was able to enjoy the first taste of her as my tongue drew a slow line from the top of her slit to the bottom and back up. She tasted slightly tangy but very sweet and I could already feel the wetness that had been building up there. The more I licked, sucked and nibbled, the louder and longer her moans got. When I started tracing circles around her clit for the first time, her whole body quivered and I heard a definite, "Oh, ya - feels so good!"

Apparently, it felt even better when I focused more on her clit and slowly slid a couple of fingers inside her pussy because after a minute or so of that she stared making what I'd best describe as little 'mewing' noises and followed by a long 'Ahhhhhh' as she came. I love making a woman cum from oral so I kept up the licking, sucking and fingering until she came again just a few minutes later. I would happily have kept going but I could feel her gently pushing my head away so I reluctantly pulled away and moved back up beside her.

I was a little surprised to see tears on her cheeks so I quickly asked if everything was ok. With a big smile she said, "I'm very ok, it's just been a long time since I've felt this good, this wanted and this comfortable with anyone."

After I wiped the tears away with a finger and we shared another long, slow kiss, I asked if she wanted to stop for a bit and she just whispered, "As long as you're ok with a few tears, I definitely want to keep going and feel you inside me. Just don't stop if you see me crying" and then with a smile she added, "It's been a while but I'm pretty sure it'll work better if you take your boxers off too or maybe you'd like me to do it for you."

When she mentioned her doing it, the twitch in my crotch was all she really needed to know so as I lifted my hips up a bit, she pulled my boxers down. As soon as she pulled them down far enough, my cock sprung free and was standing hard and long against my belly. I could see her looking at it for a few second before pulling my boxers all the way off.

As much as she said she wanted to keep going, I could tell she was a little nervous about me actually penetrating her so I rolled both of us over, pulling her on top of me and said, "How about I let you go at whatever speed you want and I'll just lay here and enjoy watching as you do it."

With another of her sexy smiles she leaned down for another kiss, whispered a quick "Thank you!" and then as she sat back up, I felt the opening of her pussy push against the head of my cock.

She stopped for a second or two before starting to rock slowly back and forth against the head, with a little more sliding inside her each time. As I enjoyed that feeling, I reached up to cup and caress both tits before sliding one hand down so I could cup her ass cheek as she rode me. By now she was taking all of me inside her. I say 'all of' which for me that wasn't huge by some standards, just under 7" but the way she was sliding up and down on it and how tight she felt, it made it feel like I was a lot bigger than I was.

I would have loved to have been able to suck her nipples while she slid up and down my cock but there was too much of a height difference for that so I had to settle for being able to pull her close for a series of long, passionate kisses and then reaching down to cup both ass cheeks so I could push up a little as she pushed down. That must have changed the angle slightly because it was only a minute or two later that she was moaning that she was going to cum and I loved the feeling of her pussy pulsing on my cock when she did.

She moved to sit back up a bit and I could see more tears rolling down her cheeks but seeing as she'd already told me it was likely to happen, I just wiped them away and said, "Damn you look and feel great. How about you lay back and enjoy for a bit?"

Kate just nodded and rolled onto her back allowing me to shift so I could slide back inside her. Before I did, I just couldn't resist bending down and giving her pussy a couple of quick licks then moving up, lifting her legs slightly and sliding the tip of my cock into her pussy. If we ever did this again, maybe it would be more of a 'deep, hard and fast' kind of fuck but I was pretty sure that this time Kate was looking for more of a 'long and tender' kind of thing so I spent a few minutes just teasing her, sliding in until I could feel her starting to open and then backing out again. Without going any deeper, I slowly sped up until I was rapidly sliding in and out with just the first inch or so and when she got used to that, I slowed way down and slid the whole shaft inside her with a single long, slow thrust and then just held it there for a bit before pulling back out and repeating the long, slow thrusts. I kept that up until I felt her starting to thrust up against me and then switched to short thrusts again except this time I stayed as deep as I could and just pulled back a bit before sliding back in again. Just to kick it up a notch, I reached down and started rubbing her clit at the same time. I was hoping to work her back up to another nice orgasm but as soon as I started touching her clit, I realized she was a lot closer than I'd thought because less than a minute later she was moaning, "yes, yes" over and over, then there were a couple of hard thrusts up against me and I could see pretty much her whole body shake just as I felt her pussy clench on my cock, release and clench again as she came.

As soon as I felt her coming, I kept playing with her clit but went back to long, full strokes that took her from that orgasm right into another one. I'd been doing my best to hold off but when I felt her second orgasm start, I couldn't help but moan out a "Damn, gonna cum soon too!"

I wasn't sure if she'd be ok with me cumming inside her but the way her legs locked around my waist told me she was, so I quit holding back and was soon making her hot, wet pussy even wetter and more slippery as I came too. When I half fell and half lay to the side, I pulled her with me as best I could. I wasn't surprised to see more tears on her cheeks but I was a bit surprised that I was crying a bit too. This time it was Kate that brushed my tears away and asked if everything was ok and all I could say was, "Right now, everything feels better than it has in a long time - thank you!"

With a nod of her head, Kate said, "I totally agree" and then more seriously added, "So now what?"

I pretended to think for a bit then pulled her close for a kiss before saying, "it's up to you but I was thinking of enjoying the feeling of curling up with you for a while, then maybe a shower and then coming back to bed - or wherever else you'd like to make love again. I might even be open to making you some breakfast in there somewhere if you'd like. After all, I did tell you that I hoped you didn't have any plans for the rest of the morning. Then we'll have the rest of the day to figure things out but the only thing I really hope is that this isn't a one-time thing - I've enjoyed finally touching you, tasting you and feeling you cum way too much to want it to end today."

As I talked, I was looking at her to get a feel for whether she liked the idea or not but I saw nothing that made me think she didn't. When she smiled, kissed me and then rolled over so her back was against my chest and pulled my hand up so it was cupping one breast, that was the only answer I needed. I really didn't expect us to dose off again so I was surprised that the next time I looked, it was already 11am. I could also tell that the feeling of Kate's ass against my crotch was getting me nicely hard again but when I pulled slightly back, Kate just rolled over so she was facing me again and whispered, "It's ok, you felt really good against me but let's grab that shower you were thinking of."

I didn't have a big shower - just your basic tub/shower combo but I was fine with Kate and I touching, rubbing and generally enjoying being close as we showered and at one point, I pulled her soapy body against mine, gently tipped her head back and we kissed for several minutes before finally rinsing off. Once we were out, at first, we were drying ourselves off but it didn't take long before that changed to us drying each other off and soon the towels were forgotten and we were just touching and teasing each other as we kissed. In between kisses, Kate whispered, "How about that breakfast you'd mentioned, or considering it's almost noon maybe lunch?"

I was getting hungry too so it didn't take too long before we were enjoying some French Toast, juice and some scrambled eggs. After we'd eaten, we were putting things away when I felt her press up against my back, reach around to hug me and then she slid one hand down to stroke my cock a few times which got a series of quick twitches as I hardened again. I turned so I could hug her back and when I reached down to grab her ass and pull her close, she put her arms around my neck, her legs around my waist and said simply, "bedroom"