Cleo Ch 03

Well, Gentle Reader, here I am, apologizing again. I know it's been a while, okay, too long, since we checked in to see how the delightfully syphilitic Cleo is doing. So let's check.

But first, let me explain something. After four decades as a professional planner, if I learned anything it was that you need to allow writing, a planning report or a porn story, to sit for a while before proofreading it. After you've taken it through three or four drafts, any typos, misspellings, grammar flaws, or plain stupidity could be present in red, boldface, italicized and you won't see them because you KNOW what it says. So you need to let it set.

The problem for me is that, as those of you who follow me know, I tend to have several storylines going and sometimes, well, I just forget.

So bear with me. Cleo remains one of my favorite characters and now that I'm back in her universe I'll try to see what she's up to more regularly.

Finally, as always, thanks for your interest. If you like this story, please leave a comment. And if you have story ideas you'd like, well, "ghostwritten," contact me. I'm always looking for new ideas.

Chapter Three

She smiled down at me.

"Oh, my," she breathed out, "I think I'll keep you."

I kissed where she was wet, smiled, stood, and said, "Good."

She was amazingly quick as she reached behind my neck and pulled me down for another kiss.

"Come on, Sugar," she said, pulling my hand, and taking me to bed.

"Lay back," she said, and she giggled an oddly young, almost childish sound.

She had me lay back, kissed me, gently lifted my head and slipped a second pillow under my head, leaned back, and admired her handiwork.

"Now," she said, smiling a happy smile, "for number two."

She scooted down, that odd grace on display again, and started at my feet. She tickled and kissed, she nipped and licked, working her way up. She sucked each toe, licked the instep, kissed the arch, and then moved up. She did the same thing to my shin and my knee. At my thighs, she started sucking. I could feel her planting little hickeys as she slowly worked her way up.

At the hollow of the

adductor muscles

high on the inside of my thighs, she nipped, the sudden little jab of pain making me spring erect. Time lost all meaning for a while as she nipped and my erection throbbed, the weird combination of little stabs of pain and soft kisses and the touches of that educated tongue making me lose all sense of anything but what was happening between my legs.

She started moving up slowly, first dragging those big boobs up my insteps and my shins as she kissed my erect cock, kissed each ball separately, and started kissing her way up my belly.

Cleo was, far and away, the oldest woman I had ever been with, hell, the oldest woman I had ever

imagined

being with, and her breasts were completely different from any I had ever touched before. I was used to small and firm. Cleo was big and soft and I loved the way they conformed to my body as she moved slowly up. Her belly

was

firm as it brushed across my feet and then started up my shins. I knew if I could see her, her back would be arched dramatically, making sure her breasts and belly were pressed against me while her ass would be sticking up.

She kissed my chest and then my nipples before making me yell when her teeth clamped down on the tip of my hard nipple making me wonder if she had drawn blood. My erection faded and then rose quickly when she started sucking.

In that position, her belly pressed against my thighs, her breasts against my belly, my erection was caught between us, just my

glans

barely brushing the bottom of her breasts, and she was still now, the only movement the slight motion of her lips as she sucked my nipple.

And I was so hard I was throbbing again.

She smiled up at me, all wrinkles and twinkling eyes, lifted herself a little, and started her body moving in an oddly serpentine way. Her breasts soft, laying against my belly, started caressing my erection. It was the softness that got to me.

They were SO soft they surrounded my cock. Not squeezing like a hand would, just surrounding me with warmth and softness. As she kept moving, that pressure deep in my belly started growing again.

"Do you like my titties, Baby," she asked, the question accompanied by one of those smiles that stripped decades off of her face.

"You know I do," I said.

She smiled then, that little elvish smile, and asked, "Do you want to cum on them?"

I thought about answering her question with a question, something like "Do you want me to?"

But I didn't. Honestly, I'm not sure I could have cracked a joke right then. This was an oddly intimate and intense moment.

So, I simply said, "Yes."

That educated tongue was busy giving me a nipplewash while her warm breath blew her words to me. Soft words like, "Like that?" as she moved somehow stroking me with her breast, something the possibility of which I didn't understand because I know there's no muscle there to work with.

Or, "Say you love it," as she moved again.

"I love it," I whispered, unable to draw a deep breath the way she had me going.

She moved then, her breast somehow taking my cock, and she looked up, meeting my eyes as her back began moving, small movements, that made her breast roll over my cock and balls. It was so soft and warm. There was no friction but my body responded. I felt that pressure deep in my belly building and then, suddenly, surprising me, I was cumming again.

This was my second time in less than an hour, hell, in a few minutes, and the ecstasy of sexual release quickly passed into pain before returning to pleasure as my body struggled to deliver what evolution demanded from a system that was empty.

I heard myself groan, a harsh, deep sound as she kept up that strange movement, her big soft breasts keeping me going. Even as I softened she kept going, drawing out the pleasure, and the pain, to levels I had never experienced.

Finally, she scooted up, her oversized tit slick now with my seminal fluid, until she could use that educated tongue to give me an earwash and whisper, "Two."

I tried to laugh but all that came out was a muffled chuckle. I was still busy trying to get my breathing under control and my oxygen debt paid off. My body doesn't mind making a loan but it damn sure wants to be paid back.

"Did you think of me when you were spending your summers with Madge?" she asked, referring to my great-grandmother and hearing her name bringing back memories in a sudden rush.

The unexpected question, well, the unexpected fact that she even asked a question, snapped me back to the real world so hard that I literally shook my head as I focused.

I rolled up onto my side and lifted my head enough to fluff the pillow we shared before laying down, leaving just enough space so I could focus on her, laying my hand on that soft place where a waist had once been, kissing her lightly, and smiling.

"Truth or flattery?" I asked.

There was that cherubic smile turning her into Mrs. Claus, albeit a Mrs. Claus that was waiting, naked and horny, for Santa to get Rudolph stabled and get the hell into bed.

"Flattery, of course," she said.

"Cleo," I said, and I brushed my fingertips very lightly across her round cheek, "from that summer when puberty struck, you have been in my thoughts every day and," I brushed an imaginary hair away from her forehead, "especially every night as I went to sleep."

She started to say something and I stopped her with a fingertip to her lips.

"Here's how bad it was," I went on, holding her eyes with my best honest face on, "That summer, you know how it is that first year when puberty strikes, I jacked off so much that I had to take a break while the blister on my dick healed up."

She giggled at that.

"And it had been

you

in my mind's eye every time," I finished and kissed her, a long, gentle kiss, my hand brushing, almost petting her curly hair.

"Okay," she said, smiling, "now, truth."

I kissed her again.

I sighed, dramatically.

"Really," I said, looking down, trying for a classic hangdog look, not something easy to pull off when you're laying on your side, "it was Marji."

She rolled her eyes, another cute little motion that stripped years, oh, hell, decades off of her face, and said, "Of course it was."

But it was the truth.

You have to understand that Marji, my cousin, is the most beautiful woman, well, girl at the time, I have ever known personally. That summer I was 13 and puberty struck she was driving and at my aunt's insistence, I tagged along with her many times. She was the first person I ever went swimming with who didn't involve a concrete swimming pool when she took me to the local swimming hole She was tall, later as an adult I estimated her at about 5'10", and slender, her two-piece swimsuit showing off her small breasts, wasp waist, flaring hips, and long athlete's legs. She was blonde with thick hair the color of the wheat I helped harvest that summer, worn in a ponytail long enough that it hung well down her back, with piercing blue eyes that I recognized when I watched

Xena, Warrior Princess

later and saw Lucy Lawless's eyes, a straight, hawklike nose that gave her face maturity even then, and a generous mouth with full lips.

It was her I saw, over and over, in my mind's eye as my hand was busy.

"But," I said, smiling and kissing her, "it's you I'm with now," I finished, tracing the shell of her ear with my tongue.

I scooted around, making some space between us. My oxygen debt had been paid as we talked and I figured it was my turn.

I laid my hand on her shoulder and gently pulled, encouraging her to roll onto her belly. I watched, fascinated, as her belly laid against the mattress as she started to roll, and then the way she had to lift herself onto hands and knees to get over it and then the way it sort of spread under her as she settled.

Her skin was soft and white and deeply dimpled with cellulite, what I would later learn she called "cottage cheese" skin. And again I was fascinated. This was SO different from anything I had ever seen or, for that matter, anything I had ever considered attractive.

But it was attractive. It was interesting. It was so different from the tight round asses, the slender legs, and the hardbody backs of the girls I normally chased but they all had an essential sameness while what Cleo had was unique.

I rolled away, off the bed, and she said, "Leaving already?"

I laughed, leaned across the bed, and kissed her soft wrinkled cheek before I whispered, "I'm just getting started."

She giggled.

I walked around the bed and, again, stopped and looked. I was struck by how much she made me think of Mrs. Santa Claus, well, if Mrs. Claus was a bit slutty that is. That deeply dimpled cottage cheese skin continued down the backs of her thighs where a roll of fat almost completely covered the back of her knee joint and then her legs tapered to oddly slender, almost girlish, calves. Her feet, though, like the rest of her, were fat, her arches almost nonexistent and her toes fat little sausages peeking out. Her toenails were long but, well, unkempt is a good word, and the stray thought ran through my mind -

She can't reach her feet to take care of them.

The follow up thought was -

Hell, she probably can't SEE her feet.

"I am going to have so much fun giving you a pedicure," I said. She giggled softly.

I grabbed her right ankle and leaned, pinning it with my full weight before I ran my fingernail up the pad of fat where her arch should have been.

She squealed and tried to jerk away.

I filed that bit of information away - she was very ticklish on her feet.

And then started a foot massage.

I leaned into it, my weight concentrated in my thumbs, as I worked on her arches, drawing that odd, and wonderful, combination of moans and sighs and groans that a deep massage on feet always does.

But I was careful.

Veins have tiny valves, almost flappers, to help keep blood from running back down between heartbeats. I was careful to rub only towards the heart since to force those valves backward could lead to spider and, ultimately, varicose veins.

So far, except for her pudgy feet, what I was doing was pretty much what I had done with other women, well, other girls.

But when I got to the fat above her knees I was in a whole new world.

I was fascinated, no, I was "captivated" is a better word, as I watched my hands sink into the soft cottage cheese flesh above her knees and even more taken with the way a big bow wave of flesh and fat preceded my hands as I pressed down and moved them slowly up her body.

Even more interesting was the way the skin on the inside of her thighs was darker and when I touched it, it seemed, well, "thicker," almost leathery although it was still very sensitive. I could tell by the way she squirmed when I brushed it with my fingertips.

I did not yet know the term "chub rub," but I knew I found what I was looking at and touching to be sexy.

I moved up onto the bed, straddled her legs, and sat back on her calves, pinning her for what was to come.

Her ass, that part of her that completed the "S shape" I found so oddly attractive, was on display, and I liked it.

The big round globes of cottage cheese flesh had small round circles of that oddly darker, thicker skin, right at the top of the roundness. I realized this was similar to what I had been exploring, what I would later learn she called her chubrub, right where her weight was concentrated when she sat.

I bent and kissed her ass, covering it with soft kisses as my tongue explored those deep cellulite dimples.

She hummed softly.

When I laid my palms flat on her cheeks and leaned forward, letting my weight spread them, she said in a soft, throaty voice, "Oh, Honey, you don't have to do that."

"Are you telling me to stop?" I asked, bending and blowing softly where that most private place was exposed.

Her breath caught before she whispered, so softly it was almost inaudible, "No."

I have always been fascinated by women's assholes. It's not that I'm into scat or anything like that although, to be honest, if I got a girl going too much and she had a little accident I didn't mind. I'd just chalk it up to a job well done that I could satisfy her so completely that she lost a bit of control.

But I've always thought they were, well, interesting. Anusphilia, as far as I can tell, is not a recognized fetish, but it should be.

In Cleo's case, the inside of her cheeks showed that darker, thicker chub rub. She was completely smooth, but I figured that was just a case of any hair being rubbed off rather than wax or razors. She didn't strike me as a waxing kind of woman.

When I had her completely spread I looked, hell, I inspected. The tiny puckered opening of her anus, a true "starburst" as I've heard assholes called, was surrounded by a circle of perfectly smooth, shiny skin.

I moved, getting my knees to the side of her left knee, and then used my hands to push, encouraging her to spread her legs. When they were wide enough I moved so that my knees were between hers now and, once again, I just looked.

Her sex was one long line from the base of her spine where a separate dimple was deep enough that it had its own darkened chubrub, to where her fat engorged

mons veneris

was so distended it touched the mattress. The sagging fat of the tops of her thighs provided a frame through which the long slit formed by her labia showed.

The oral sex I gave her was slow. I was in no hurry to finish her and was so captivated by this new experience I made it a point to make it last.

I moved to a position where, with my neck bent almost painfully back, I could push my forehead between those hanging drapes of her fat upper thighs and use my mouth and chin to part her labia so my tongue could reach her clitoris, a hard button when I found it. Then I dragged my tongue, very slowly, up, parting her labia, licking her taint, itself buried in a deep slot formed by that soft fat at the very top of her thighs, up her

gluteal cleft

, her asscrack, until I touched her anus and then continued up to that deep dimple at the base of her spine.

I leaned back, spreading her cheeks with my palms, and then blowing on that tiny starburst before tracing the surrounding circle with my tongue, giving her a classic rimjob and enjoying the way she squirmed.

I kept doing that, enjoying the way her body responded. After about the fifth long, slow lick, I could taste her love honey, thick and sticky, salty, as I got to her.

About the fifteenth lick, I tasted salty nectar at her asshole and realized that what I was doing had stimulated the mucus membranes that line her anal passage.

I wasn't really counting or, for that matter, timing, but at least several minutes passed, I doubt it was an hour, before she came suddenly.

When I felt the sudden tension, a series of shudders ran up her body, and my tongue was about halfway up its trip, probing that fat-protected trench of her taint.

I leaned back, holding her spread with my hands, and watched as thick white cream, looking like the hand lotion I kept by my bed for those nights when I didn't get lucky, ran out of her pussy making a thick puddle where her belly laid on the mattress. With each little movement when her back would arch a little and her breath would catch, another dollop of that sweet lotion would pump out.

I watched until she relaxed and her breathing slowed.

I crawled up, laid my arm across the soft roll of fat just below her shoulder blades, and nuzzled at her cheek.

I kissed her very softly.

"Two," I said.