Cleveland Dreams

Earlier this year I had to travel to Cleveland for a business trip that would last a few days and straddle a weekend. My wife was excited because her best friend Penny lives there; she immediately had visions of us both spending the weekend partying with her. Our daughter's schedule intervened, however, and kept her from joining me. She said that I should still show Penny a good time without her when I was free on the weekend. I reluctantly agreed to do so - while Penny is a truly beautiful woman, she can be difficult to handle sometimes. I think she is particularly defensive around men because she is so good looking and, I'm sure, has been pursued just for her looks. Her breasts in particular are amazing - large and full, the perfect magnets for the male species. Maintaining eye contact around her can be very difficult.

I arrived in Cleveland on Thursday morning and spent Thursday and Friday working. I had arranged to meet Penny for dinner Friday evening at a restaurant near her apartment. She arrived a few minutes late, dressed casually in jeans and a loose blouse with a scooped neckline. Her curvy figure was accentuated by the tight-fitting jeans, which showed off a narrow waist flaring out to generous hips and long legs. Her breasts, which are prominent in any outfit, looked spectacular in the blouse. The neckline revealed a lovely swell of her twin mounds and deep, dramatic cleavage.

We had a delicious dinner and several bottles of wine. As the evening progressed we got to know each other like we never had before, probably because of the wine. We relaxed, and our conversation turned to Penny's personal life - she was between male companions and feeling sorry for herself.

"I'm sure you'll find someone," I reassured her. "There must be men lined up for someone as gorgeous as you."

"That's the problem," she answered. "I always wonder if men are interested in me, or just my looks. I get very defensive, and I tend to push people away."

"That's understandable," I said. "I've always thought of you as a little shy, but I can see where you would be defensive. Men can be real pigs."

"That's why I'm comfortable with you," Penny said, smiling at me. "You've always been a gentleman around me."

I laughed a little. "Well, I'm not entirely innocent," I said. "But certainly smart - my wife is your best friend, after all. I notice your looks just like any other man would - I'm not dead."

Penny thought about that for a minute. "I appreciate your honesty. But even if you look you don't act, unlike a lot of men. Sometimes I feel like I'm a chauffeur for my breasts - men are more interested in meeting them than me." She blushed, and we both laughed. "I never thought we would have a conversation like this," I confessed.

"So tell me truthfully that you don't look at my breasts," she challenged me.

I hesitated for only a second. "I can't," I said as sincerely as I could. "As I said, I look. I'd have to be dead or gay - and I'm not sure gay would do it - not to admire them. But I try not to think shallow thoughts about deep subjects, especially in your case."

"Deep subjects?"

"Your cleavage," I said, nodding at the deep valley above her blouse. "Sorry, bad joke - you know, I think it's time for me to shut up before I ruin your impression of me."

Penny laughed. "You're blushing," she said mockingly. "But at least you have the decency to be embarrassed."

"I am," I agreed. "I think the wine has made me too talkative here." I was saved by the waiter bringing the bill, which I paid gratefully. Penny thanked me for dinner and we both got up. There was an awkward moment as we both realized we had no idea what to do next.

"Back to my place for a nightcap?" Penny offered.

"Sounds good to me," I answered. "But I'm not sure how much more I should drink - I might say something I really regret."

"I'm sure you'll be fine," she answered.

Penny's place was nice but very basic. She's not domestic. I could see that there was still some work that needed to be done here and there - hanging pictures and such.

"If you like," I offered, "I can come by tomorrow and take care of some of the handyman stuff you need done." I gestured to a stack of pictures Penny had leaning against a wall.

"Are you sure that's how you want to spend your free time?" Penny asked.

"It's not a problem," I assured her. "I was instructed to show you a good time. What could be more fun?" I joked.

"Then I'd appreciate the help," Penny answered. We went over to her kitchen counter and she poured a glass of port for each of us. Taking the glasses we moved to her couch. Penny took off her shoes before she sat down. "That's much better," she said as she eased into the couch. "I hate wearing shoes." She pulled one leg into her and began to rub her foot.

I sat at the other end of the couch. "Would you like me to do that for you?" I asked. "I'm told I'm pretty good at it." I moved a bit closer so Penny's legs would reach me and rubbed my hands together to warm them. Penny moved her feet to my lap; as soon as I touched them she relaxed into the sofa and let out a big sigh.

"This is awesome," she said softly. "I really envy Debbie."

"I do get some practice," I bragged. Her feet felt good, but my attention was drawn to the rise and fall of her breasts as she lay back on the couch. Unfortunately, just watching that caused an erection of some size under her feet. Rather than try to move her feet off of it I decided to solve the dilemma by pretending it didn't exist.

"See, now this is a situation I would normally avoid," Penny said, returning to our earlier conversation. "I'd be too worried."

"About what?" I asked, continuing to rub her feet.

"You taking advantage of my hospitality. As you said, I'm an attractive single woman, whom you bought dinner for and spent hours with, a little drunk and very relaxed - what man wouldn't consider sex?

"I can see that," I said frankly. "Most guys would have high hopes - but I'm not most guys."

"So you have no sexual interest in me?" Penny asked. "There may be evidence to the contrary." She moved her foot over my erection to prove her point.

"Ah yeah, I'm not saying you don't arouse me," I answered honestly. "I

just don't have any expectations or motives here. As I've said, you're a beautiful woman, who happens to have many of the physical charms that I find particularly attractive. But I'm happily married to your best friend."

"You know, I'm curious about a few things," Penny said, with a bit of challenge in her voice. "Will you answer a few questions honestly - totally honest - no dodging them, either?"

"I will if you want," I told her. "I worry that I might ruin our friendship, though. And, since we're going in that direction, do I get a few questions of my own?"

"That seems fair," she replied. "But first I have to run to the bathroom."

With that she swung her feet out of my lap and darted out of the room. She was back in a very few minutes, and gave me a quick kiss on the top of my head as she went by.

"My turn," I said as I got up quickly.

"Hurry back," I heard as I went down the hall. "I'm very curious."

I did my business and was washing my hands when I noticed a laundry hamper under the rack for the hand towels. Curiosity made me peek under the lid; sure enough, there was a large underwire bra on top of the other clothes in the hamper. I knew I didn't have much time, so I quickly picked it up and checked the label - 38DD. It was still warm. The realization that Penny had probably just taken her bra off sent my imagination into overdrive. Putting it to my face I smelled a mix of the perfume that Penny was wearing and her own scent. Now my erection was really obvious, but I adjusted it as best I could and returned to the couch.

"So what particular charms do I have that you find attractive?" Penny asked as soon as I settled into the couch. She was sitting facing me, and her breasts seemed to be sitting lower, and pushing out the sides of her blouse more than before.

At least this one was easy to answer. "Well, let's see," I said, making a list in my head. "First, you're a brunette - I'm very partial to brunettes, especially when their hair is long and dark like yours. And then I prefer brunettes with long legs - again, much like yours."

"Anything else?"

"Sure," I said, trying to think of a way to say the rest delicately. "I like a woman to have curves, and soft places."

"So you like big breasts," Penny said bluntly.

"Well, yeah, I do," I answered honestly. "I love to look at them, touch them and rub against them. Look, are we OK here? I'm really worried about being too frank."

"You're fine," she reassured me. "It's actually quite nice to get honest answers from a man. And I'm having fun watching you blush. What do you mean, rub against them?"

"Wow, how explicit do you want me to be?" I asked with not a little concern.

"Use as much detail as you need," Penny answered, leaning toward me. Her neckline sagged, giving me an incredible view of her lush breasts, almost down to her nipples. Any doubt I might have had about her taking off her bra was now gone. Those magnificent globes were hanging free and swaying with her movements.

"OK," I said, summoning up my courage. "I mean putting my cock between them and rubbing."

"Rubbing - is that what it's called?"

"Well, no, it's called something else."

"Say it for me," she whispered.

"Tit-fucking them."

"Yes," she whispered again, almost urgently. "Have you fantasized about doing that to me?"

"I've had a dream about it once," I replied, looking for some way to hedge the answer. "But I can't control what I dream!"

"I'll bet you woke up pretty excited," Penny observed. "Kind of like you are now." She glanced at my crotch, where my erection was very evident despite my efforts to hide it.

"Yes," I conceded, giving up the effort. "And like you seem to be too," I said, looking directly at the front of her blouse.

Penny followed my look, and apparently was not surprised that she had twin peaks in the front of her blouse. Her nipples, no longer covered by a bra, were hard, swollen and obvious. They looked like she was hiding gumdrops in the blouse.

"Well, I have my own turn-ons," she said calmly.

"Do tell," I said, glad to turn the conversation to her.

"Yes...I like...I like talking dirty."

"Really?" This was an incredible conversation.

"Definitely," she smiled. "You like breasts and tit-fucking, and I like saying and hearing about things like tit-fucking."

"So this is arousing you?" I asked.

"Oh yes," she answered. "I took my bra off when I went to the bathroom earlier, just to be more comfortable. My breasts have been tied up all day, and I wanted to let them move freely. After hearing about your 'interests' though, my nipples are hard."

"I, uh, can see that," I answered, trying hard not to stare. "I hope you don't mind me saying your nipples look incredible."

"No, but they're aching. And I'll bet you're aching in some places too." Penny was sitting with her heel against the juncture of her legs and her eyes wandered to my erection. Her breathing was a bit ragged, making her breasts heave under her blouse.

"What do you think we should do about it?" she asked meaningfully.

This was one of the hardest decisions of my life. "Unfortunately, I think we should call it an evening before we do something that we might regret," I told her.

"Really?" she blurted.

"Really - look, there's nothing I want more right now than to take you to bed for what I'm sure would be truly memorable sex. But I think we would both wonder tomorrow how much it was due to the wine, and we would both feel like we betrayed Debbie. Please don't think I don't want you - I do. You couldn't be more desirable to me. I just think it would be best if I went back to my hotel tonight. But I would love to come by tomorrow and help you out like I offered earlier."

There was a very long pause before she finally said, "I understand. I'd like that."

I got up quickly, before my resolve evaporated and I began undressing her. We found my coat and I put it on as I walked to the door. Penny moved toward me as if to hug me.

"Thank you for a wonderful evening," she said, pulling me into the hug. The bulk of her breasts and her hard nipples pressed into my chest. She melted into me so that my still-hard erection was against her; we held that for a moment and a vision of us naked flashed through my mind, making me shiver. As we pulled away from each other Penny moved forward to kiss me lightly on the lips and I returned the kiss.

"Debbie really is very lucky to have you," she said as I opened the door.

"I keep telling her that," I joked as I walked away.

The next morning I stopped at a hardware store for a few essentials, sure that Penny would have nothing practical in her apartment. Then, after buying some sushi and wine for our lunch, I headed over to her place, arriving in the late morning. Penny was in a lively mood and looked very sexy in a cropped t-shirt and little grey shorts. The shorts accentuated her long legs and the shirt - well, the shirt made her breasts look huge. The bottom of the abbreviated t-shirt was nowhere near her bare stomach because of her breasts, and I wondered what kind of work she thought the outfit was good for.

I spent the time before lunch moving boxes and furniture and generally organizing the apartment for her. We ate the sushi and drank the excellent white wine, somehow finishing the bottle in the short time it took to eat. Then it was time to hang pictures and put up shelves. Penny insisted on being on the step ladder because "I can tell when things are level", so I steadied the ladder for her. That gave me a wonderful view of her bare stomach. When she stretched upward, the bottom of the shirt went with her, teasing me with a breathtaking view of the underside of her bra.

"Enjoying the view?" she asked finally, catching me checking her out.

"Definitely," I answered, figuring boldness was the right tactic. "I've been wondering if you wore that outfit for my enjoyment or your comfort."

"You would be right on both counts," she said, smiling down at me.

"Don't worry, though," I continued. I can't really see anything except your stomach."

"I'm sure that's disappointing for you," Penny joked. She had reached up to finish hanging the last picture; now she dropped her arms, shaking them a little to get the blood moving again. Then she reached under the back of her shirt, unhooked her bra and did that magical thing women do, producing a white underwire bra out the arm of her t-shirt.

I felt like I should praise the almost magical trick, but I was rendered speechless by the act, especially when she draped the lacy bra on my head. Turning, she stretched back up to adjust the picture. Without the support of the bra, her heavy breasts hung low enough that I could see the undersides of the two globes beneath her shirt.

"The view any better?" she asked without looking down.

"Much!" I answered nervously; as she lowered her arms I leaned in and nipped at the bare, tight belly in front of me. Penny squealed and nearly fell off the ladder, but I caught her and helped her down a step, her breasts jiggling in front of my face.

"You look incredibly silly with that on your head," she commented.

"And you look incredibly sexy without it," I replied, taking the bra off my head and smelling her fragrance on it. Penny raised her arms over her head, crossed her wrists and put her palms together. This lifted the shirt enough to bare the bottom two inches of her pendulous rack, not quite revealing her nipples. She gave a little shimmy that made everything sway amazingly and said, "Why, thank you. I do my breast."

I started to back away, the better to resist almost overwhelming temptation, but Penny held me in place.

"Stay," she said simply. "I need to tell you something. I talked to Debbie this morning and told her about last night - about what a wonderful, faithful husband you are." My mind started to race - nothing good could come of this, I thought. "I told her how lucky she was - how I couldn't seduce you."

"And she said..."

"She said you should be rewarded for your behavior," Penny explained. "And she said that if I really needed a man, you were probably the safest option. And then she said that I could share you, if I promised to give you back when I was done."

Needless to say, I was dumbfounded, and not just because Penny's shirt-covered mammaries were right in front of my face. I looked up at Penny, who smiled wickedly at me and put her hands at the neck of her shirt. For a moment I thought she was going to take the shirt off over her head, but instead she ripped the shirt down the middle from the neckline. The effect was that her enormous breasts burst out at me, wobbling as they settled in front of my eyes. Penny rocked her shoulders back and slid the shirt off her arms. Then she brought her hands to the sides of her breasts and held them up to me.

The word 'spectacular' did not do them justice. They were certainly very large, but also perfectly formed, wonderfully shaped globes of soft flesh. Her areola, large but to scale with everything else, were perched proudly in the center of each orb and capped with nipples that were every bit as big as they had looked under her blouse the night before. My mouth moved toward her right nipple as Penny moved toward me, and I heard a low moan come from her as my lips went around the hard nub.

I sucked lightly and then more firmly on the hardness of her nipple. As I circled it with my tongue I heard Penny hiss, "Yess..." almost breathlessly. She was clearly already aroused. After giving her right nipple a fair amount of attention I moved left. Rather than just latch on to the other nipple I traced my way across her breast with my tongue, going across the inside and then underside of the firm orb. I slowly spiraled inward, drawing ever closer to her straining nipple.

Penny sighed deeply and whispered, "That's right, baby, love my tits. Let me feel your tongue on them, suck them all you want. My breasts are aching for you... suck them baby...suck my nipples. I can feel them getting harder under your mouth."

Her voice continued as I worshipped her curves, and spent many, many minutes worshipping every square inch of Penny's amazing breasts with kisses and strokes of my tongue. She would switch from holding them to my mouth to stroking my hair and pulling my face into her. I almost suffocated happily as my face settled into the valley between them, soft flesh on both sides of me as I licked her cleavage. She rubbed them around my face as I plumbed the depths of her cleavage.

I finally paused for a second, catching my breath, and Penny asked softly, "Are they as good as in your dream?"

I smiled. "A dream versus the real thing - no contest! And they're only one part of you. I want to explore it all." Her position on the ladder made it easy for me to take her in my arms and carry her to the bedroom. We undressed each other quickly as we got into the bed.

"I want to make love to all of you," I whispered to her. After kissing her for a few wonderful minutes, I started at her neck and slowly tongued my way down to her breasts. But I only lingered there for a few moments - they had their share for now, and continued down over her flat belly. I playfully tongued her navel, and discovered that she's ticklish there. Her body tensed a little in anticipation as my tongue went to her lower belly, but I intended to make her wait just a little longer. My tongue detoured to her right hipbone and she gasped at the sensation. I softly traced the line of her hipbone downward into the V of her sex. I could smell her arousal now. I moved to the other side and repeated the journey, and got another gasp and a moan as a reward. Then, in a promise of things to come, I slid my tongue across the top boundary of her neatly trimmed pubic hair.