I got to the Liz/Helen apartment around 6:30 and we proceeded to devour a pizza. Helen and I, both real smart-asses exchanged semi-witty comments and jokes. Then Helen got up and said she needed a shower. She went to her room and came out in a towel, going in front of me to the bathroom. Now, while my heart was with Liz, my loins certainly took notice of Helen in a towel. Yes, she could have stood to lose a few pounds, but she did have very nice legs and pair of knockers that defied gravity in spite of their incredible mass. The wheels in my head (both heads) continued turning.
After the shower, Helen got dressed in shorts and a T-Shirt and we started the movies. During the first movie Helen was with me on the couch putting lotion on her skin. Seeing her rubbing that stuff on her soft supple arms and legs really got my attention and certainly drew me away from any half-ass plot points in the movie. Facing away from me she even reached up the front of her shirt and started rubbing the stuff on her stomach and breasts. I, not wanting her skin to dry out, I volunteered to do her back. She accepted and, putting my hands up the back of her shirt, I started rubbing the lotion onto her back. I started in the center and worked my way up to her shoulders, and then down to the small of her back. Having strong hands (the product of weightlifting and masturbation) I was really putting a lot of pressure on her, which was evident in the way her breathing got deeper and heavier. It was a weird experience for me. I’d given her plenty of back rubs, but those had always been through clothing. This was much more intimate.
A short while later a girl named Kathy, a mutual friend of Liz and Helen, showed up and started watching the movies with us. Kathy sat on the Lazy-Boy and Helen and I stayed on the couch. At this point, I was leaning back with my back on the left arm of the couch and Helen was leaning on me. We exchanged smart-ass comments about the movies and she would tickle me. I was far too naïve at this point in my life to recognize this as flirting. As the night wore on Kathy got tired and Helen told her to crash in Liz’s room. Helen and I continued to watch movies and cuddle on the couch.
There had been a little bit of drinking going on. Plus, there was the tickling and flirting. We ended up switching positions several times. After a while I ended up lying on top of Helen using here ripe breasts as pillows. After a long “pregnant” pause I, acting on pure impulse, moved up her body and gave her a light kiss on the lips. She reciprocated. We started kissing and rubbing each other. Her hands roamed by back and buttocks, while mine were drawn to her large mams. My tongue entered her mouth and we started French kissing while hungrily groping each other. I slid her t-shirt up over tits and was greeted by two of the biggest firmest nipples I had ever seen anywhere. I began sucking on them and stroking here crotch through here jean shorts. She moaned and thrashed underneath me as I continued going to town on her boobs. I unsnapped her shorts and started stroking her pussy. She was wet, and I knew it wasn’t from the shower. I put two fingers in her and started to massage her clit using my thumb. She began whimpering and moaning. Her body started to shake and her hips grinded on my hand. Finally her body stiffened and she cried out as she came, her juices coating my fingers. We kissed again and she just started saying, “Thank you…. thank you…. oh thank you!”
We cuddled on the couch for a bit kissing and holding each other. She started to rub my crotch and was I’m sure delighted to find a very stiff and sufficiently large member. Worried about Kathy coming out to get a snack or something, we decided to move to Helen’s bedroom. We laid down on her double bed and continued kissing and fondling each other.
Slowly we began to remove each others’ clothing. I pulled off her shirt and practically tore off her shorts. Once again I started liking, sucking, and biting her great tits. For my efforts I was rewarded with her gasps and moans. As a further show of appreciation, she unbuttoned my jeans and stuck her hand down my pants. Helen knew how to work a cock. She started rubbing it up and down while lingering on the head and playing with my pre-cum. Wishing to reciprocate I slid my left hand down her belly into her panties and started rubbing her clit in slow circular motions. Unlike before I kept my rubbing in check, this girl had cum once already, but I wanted her to earn the next one. We continued to kiss, stroke and tease each other toward orgasm.
After the initial thrill that comes from the first time you’re with someone, I started to get a little nervous. Helen and I where now getting close to place we couldn’t come back from. We were each in a state of partial nudity and it looked like we were not going to stop anytime soon. As horny as I was, I started to think about the ramifications if I went all the way with her. What would it do to Liz and I? Would Helen want a relationship, or was this just a casual thing? My biggest advantage/curse was that, unlike most men, I can think with both my brain and my penis at the same time. Yeah, I wanted to get laid, but I also kept my eye on the bigger picture.
As time passed we both ended up completely naked. Helen must have shared some of my trepidation, because after a while our pace slowed and we ended up just kissing and cuddling. We were both horny, but tentative about what we were doing. After a while she started kissing me more and more passionately. Her hand found my cock and she began jerking me off. She was clamped onto it. Then she swiftly moved down and took it in her mouth. She started to hump me with her face. Her tongue ran the length of my shaft and ticked me where my cock and balls meet. She kept sucking and sucking as she played with my balls. I didn’t know what to, but I knew I was going to blow a load down her throat if she kept this up. Finally she stopped sucking (but kept on stroking me) and said:
“Hunter, I want you inside me.”
After receiving such high quality head (the first time I ever got deep throated) I was too horny to be worrying about “the big picture”. I shook my head up and down and gasped, “OK”.
I rolled over on top of her and started kissing her again. We began dry humping. My long hard cock bobbing up and down just outside of her moist opening. I reached down between our legs and slowly guided myself into her. She was soft, warm and tight. I’d gotten her so horny over the past hour that she was wet enough for a dozen dicks. She wrapped her legs around me as I began driving myself into her over and over again. It was as if I was trying to get more of myself in her with each stroke. I began to feel that I was going to cum, so I slowed down my strokes and we began humping each other slowly. We kissed passionately and sweetly, her little tongue dancing around my cavernous mouth.
As our humping had slowed its intensity had increased. We would slam our bodies together, each motion more powerful than the last. Helen’s breathing also intensified. Our heads together, I could hear her breathing into my ear. She began to make low guttural noises. Sensing that she was near her climax, I pulled her legs up from the small of my back into my shoulders. Her eyes closed as I plunged myself deeply into her and began fucking her for all she was worth. Her breathing quickened even more and her eyes closed as her face tightened. She began babbling as sorts of incoherent nonsense like, “Oh yes! Don’t stop! Oh god oh god oh god!”
Knowing she was almost there and just needed a little push over the edge, I took her right tit in my mouth and bit down hard on her nipple. Her eyes burst open and her jaw dropped. She stiffened for a moment, all of her muscles tight as a drum. She began to shake and cry out in ecstasy. I felt every twitch of her body through my cock that was still buried in her pussy. Finally, after all of her shaking, twitching and screaming, she went limp. Her legs fell to her sides and she lay beneath me completely still.