Falling For Fran Pt 03

Note: this story fits in toward the end of Falling for Fran Pt. 02 rather than immediately after and, though it will make a bit more sense if you read that story first, you won't really miss out on too much if you decide to just read this one.

Shortly after I returned from visiting Fran in England, I gathered my closest friends together to both tell them all about the trip and to share the decision we'd made together about our future. It hadn't taken us much time together to determine that we wanted to spend all of our time together going forward so I was planning to leave the US behind and move to England. Once the initial shock had passed, everyone was happy for us and very supportive of our decision though filled with all kinds of questions. I had answers to some of the questions but was still trying to figure out so much that I could only promise to keep them all in the loop as things came together. Once I'd broken the news to my boss and my family, I really had to start focusing on the many unanswered questions.

It wasn't long after I'd shared the news with my friends that I got an unexpected visitor at my apartment. I hadn't really started packing anything yet by that point and was still trying to figure out what would be packed and what would be left behind: either sold, given away or donated. My apartment looked the same as it always had since most of the effort was going on in my head. Still, I hadn't been expecting anyone, though it made sense that people might start stopping by since I didn't know how much longer I was going to be around. On this occasion, it was Irene, my friend Jim's girlfriend, but her visit didn't really surprise me. We'd always had a kind of nerd connection, to the point where I had felt at one point like I was definitely a better match for her than Jim. For her, though, I likened it to being a nerd and dating the captain of the football team. Jim was much more outgoing and popular than either Irene or I were, so she was happy that he was so interested in her.

Their relationship wasn't unbalanced, necessarily, because she had a very positive effect on him, keeping him grounded and helping him mature a bit. I was happy for both of them but, early in their relationship, there was definitely a bit of jealousy and, on one occasion, it felt like we were on the brink of something happening between us. I knew during that time that Jim wasn't treating her with the respect that he should have been and had cheated on her a few times. I think at that point, she was willing to accept it since things hadn't gotten too serious yet but I am sure that she had to have known about it because she was not dumb. One weekend, there was a group of us hanging out at Jim's apartment and he was in the middle of a rowdy card game while she and I were sitting on the couch in front of the TV.

I think because of the air conditioning she had a blanket over her lap, which she ended up sharing with me, then she took my hand under the blanket. We sat there holding hands under the blanket but that was all that ever happened. Since she'd made that first move, and she knew that I hadn't resisted it, I figured I'd see what her next move would end up being but it never happened. I assumed that maybe she'd been tempted to get back at Jim then decided she didn't want to take that route. It seemed like maybe instead she'd focused on making their relationship better and more serious so I left it alone and only occasionally wondered what might have happened. As it turned out, she apparently had wondered, as well.

"I'm so surprised that you're leaving," she said after I'd invited her inside, "and all the way to England!"

"It's definitely not an impulsive decision," I replied, "We looked at it from every possible angle."

"I know it isn't and that you wouldn't do something like that anyway," she said, "but do you remember that one night at Jim's apartment when we were on the couch with the blanket over us and we were holding hands?"

"Of course," I replied, "that's a very good memory for me."

"For me, too," she said, "but I guess on some level I've always wondered what the next step would have been and if there was still a chance that something might happen. With you moving to England, it pretty much kills that speculation, even if nothing was ever going to happen anyway."

"I feel like you wouldn't be here right now if you thought nothing was ever going to happen," I said.

"I realized that it's now or never," she said, "and I didn't want to wonder for the rest of my life what might have happened and what it would have been like."

She went back to my front door, locked it and deadbolted it, then took my hand and led me to my bedroom. It couldn't have been coincidence that she was wearing a dress that I absolutely loved to see on her, though I couldn't remember ever having told her that. At the foot of my bed, we slipped our arms around each other and brought our lips together. I could feel my cock stiffening so I'm sure she felt it, too, against her abdomen. I certainly felt her big boobs squeezed between us and, when I dropped my hands down, I felt her sweet ass as well as her thong panties. Before I got to the point of starting to pull her dress up to remove it over her head, she broke off our kiss and dropped down in front of me.

My cock was fully rigid by the time she was opening my jeans and starting to slide them down. It sprung out as she also dropped my briefs but, before she did anything with or to it, she got my jeans and briefs completely off. Turning her attention to my stiff cock, she gently gripped the base then wrapped her lips around it and slid them down nearly the full length. I moaned as I watched my cock disappearing repeatedly into her mouth then removed my shirt since it was just in the way at that point. I was completely naked, looking down at her completely dressed and wearing an outfit that already had my motor running, while she did an exceptional job of sucking my cock. She definitely left nothing to be desired when it came to cocksucking and I got the sense that she was happy to have my stiff cock in her mouth.

There had been many times when I'd fantasized about Irene sucking my cock, undressing for me (often wearing that particular dress) or the two of us fucking but, as more time went by, the less likely I was thinking it would ever happen. After reconnecting with Fran, and especially after visiting her in England, the thought of anything happening between Irene and me had not even crossed my mind until she'd showed up at my door that night. Even then, it all happened so quickly that I hadn't really had time to think about it. Now that it was actually happening, I was pretty astounded but aware enough to make sure that I was relishing every second since I knew without a doubt that this would be a one-time thing.

She was demonstrating an ability to not only provide an incredibly high level of pleasure but also to draw that pleasure out, which I suspected was for her benefit as much as for mine. Now that we'd finally started, I was sure that neither of us wanted this to finish up too quickly. Of course, we both realized that this was just the beginning and we had hours of mutual pleasure ahead of us. Given that, I certainly wasn't trying to hold off my orgasm by distracting myself; I was fully engaged and savoring the pleasure I was experiencing. I was also looking forward to undressing her and finally getting a good look at her petite frame and her big boobs fully naked. There was no question that she was well aware that she had a sweet body because she was never shy about showing it off, whether in a form-fitting dress or even in a bikini. I hadn't failed to take notice and, until Fran came back into my life, I might have been just a little jealous of Jim for that, as well.

Irene didn't switch gears from drawing out the pleasure to getting me the rest of the way to an orgasm until I was obviously on my way there already. As good as she was at sucking cock, it was only a matter of time before neither of us would have been able to hold off an orgasm or draw the pleasure out for longer. I was as focused as I could be on the building levels of pleasure while still watching my cock disappearing repeatedly into her talented mouth. My cock was swelling even more the closer I was getting to cumming but she wasn't fazed in the slightest. Even when I started to spew into her mouth while letting out a long groan, she easily swallowed my load as she continued to suck me off. It wasn't until I was fully spent that she released my cock from her mouth, sat back on her heels and looked up at me.

"That was even better than I've been imagining it would be for all this time," I assured her, which made her smile.

"I'm glad to know that I wasn't the only one who had a few fantasies when nothing else happened," she replied then I helped her back to her feet and kissed her. We made out for a moment until I started to pull her dress up then we parted so I could remove it over her head. I'm sure I'd seen just as much of her flesh in her bikini but the matching bra and thong panties she was wearing had blood already flowing back to my spent cock. After laying her dress on the end of my bed, I caressed her boobs through her bra then reached behind her and unfastened it. I was intently focused as I started to slide it off and her boobs were revealed. They didn't drop even slightly, despite their size, and were topped with large, light pink areolas and hard nipples. They weren't huge but they were definitely big and, because she was so petite, probably seemed even bigger.

I took a moment to fondle them, caressing the soft, smooth flesh, then lowered my head to briefly lick and suck her nipples, which caused her to moan softly. Dropping down further, I took a look at her in just her panties and committed the visual to memory before starting to slide them down. Her bush was light brown and neatly groomed so I was staring at it as I helped her step out of her panties then tossed them onto my bed with her bra and her dress. I leaned in to kiss her hips and abdomen while reaching around to caress her bare ass before standing. She had a bit of a glazed look but smiled as I took her hand and led her to crawl onto my bed with me. I had her lie on her back in the middle of it as I positioned myself between her legs. I had to look her over again now that she was naked, once more committing everything to memory, then lowered my head toward her pussy.

I ran my tongue along her slit, making her moan again, then continued slurping up the juices that she was so abundantly producing. I couldn't believe I was finally doing this after thinking about it so many times but, if it took me committing to a future with Fran to make it happen, I was fine with taking this opportunity rather than wondering for the rest of my life. I loved to eat pussy and had made a concerted effort in my life to be sure I was good at providing a high level of pleasure to my partner so I was doing what I could to make this memorable for both of us. It wasn't much longer before I slipped a finger into her hot, wet pussy and started to slide it in and out while licking and sucking her clit. She was moaning pretty continuously at that point while subtly rocking her hips. As she'd done for me, I was doing everything I knew how to draw out the pleasure she was experiencing and making sure it was building to the highest possible levels.

When she reached down to hold my head, I had to glance up because I knew her boobs would be squeezed together between her arms. Seeing that, not only was my cock recovering even more, but I knew that I was going to need to lay it between them at some point before she left. Looking briefly beyond them, I noted that her eyes were closed but her mouth was open to let out her louder and longer moans. I was certainly happy that my efforts were having the desired effect and, if she'd truly had fantasies about being in this situation, I hoped that the pleasure she was feeling was living up to or even surpassing her expectations. Naturally, doing what I could to draw out the pleasure was both for her benefit and for my own. I'd thought about how much I'd like to be in this position so many times so I wasn't in any rush to be done.

The longer I was eating her, the hotter and wetter her pussy was becoming so, as my cock continued to recover, I was thinking more about slipping my cock into her rather than between her tits. I wouldn't say that necessarily inspired me to push her to cum more quickly but there was no doubt she was building toward an orgasm whether I was ready to be done eating her or not. We were getting to the point that, no matter how good I might be at drawing out the pleasure, she was getting closer to cumming, so I took the cue and switched my focus to getting her the rest of the way there. As her moaning was getting louder and longer, I had no concerns about my neighbors hearing through the walls or anyone showing up unexpectedly and hearing through the door since I typically never heard any noise from any of the apartments around me. It seemed like Irene wasn't concerned either and was expressing herself freely.

She started tensing up as she was right on the verge of cumming, going briefly rigid and silent before crying out as all of the tension left her body. I continued to devour her now even wetter pussy as her body was shaking while she was forcing her pussy toward my face. It appeared to be a long and intensely pleasurable orgasm from what I could tell but I was still more focused on eating her pussy in hopes of making it even longer and more intensely pleasurable. It wasn't until she went still and silent again that I raised my head and slipped my finger out of her then sucked her juices off of my finger while gazing up along her body. She'd released my head but her boobs were still pointed at the ceiling and had my attention. I started moving up while kissing over her abdomen and stomach then over her ribs and, finally, to her tits. I took a moment to lick and suck her hard nipples before lying beside her.

"You're really good at that," she said, turning toward me but still looking a bit dazed, "I was just hoping you'd be good enough to make me cum but you almost blew my mind."

"Oh wow," I replied, "that's quite a compliment."

"Earned and deserved," she said, rolling toward me and reaching for my cock, "Feels like you're ready to go again."

She got up onto her knees while gently stroking my cock so I rolled onto my back and she straddled me. As she was guiding my cock to her pussy, I reached up and was fondling the soft, smooth flesh of her big boobs. When she lowered herself onto my stiff cock, we both moaned; her hot, wet pussy felt absolutely amazing as it engulfed my cock. She sat on it for a moment, just feeling it inside her, before she began to slowly move up and down. I was watching the expression on her face as I was fondling her boobs and it suggested that she was experiencing a high level of pleasure, which was a relief to me. As fired up as we both were, it wasn't necessarily a surprise but it's just one of those things that you never take for granted so getting immediate positive feedback like that takes off any pressure that you've put on yourself.

I was pushing up into her each time she dropped down, making sure she was getting the full length of my rigid cock. As she gradually picked up the pace, her boobs were bouncing and I ended up moving my hands away from them so I could watch. I slipped them down and around to caress her sweet ass, which I had not done enough up to this point. While I'd always admired her figure, now that I'd seen her naked and gotten my hands on her body, I had not noticed a single flaw. As she continued to ride me, I occasionally managed to tear my gaze away from her bouncing boobs to admire the rest of her body and her cute face. Her moaning was getting louder and longer again the longer and harder she was riding my cock but I was nowhere close to another orgasm myself.

In addition to enjoying the building levels of pleasure, I was savoring every moment of this experience and committing each detail to memory because there was no way it wasn't going to be a one-time occurrence. Even once I was back in England with Fran, I expected that I'd occasionally revisit the experience, primarily because it was something I'd wanted for so long and never expected to happen. I was also expecting that, once Fran and I were together again, I wouldn't be thinking about Irene, or anyone else, for the foreseeable future. Somewhere down the road, though, I was sure there would be an opportunity to reminisce and I'd want to remember everything.

I hadn't gone cheap when I'd bought my bed and mattress so, even as she continued to ride me hard and faster, there was no telltale squeaking, not that anyone else would have heard it, anyway. If there had been anyone within earshot, they'd have heard her long, loud moaning over any squeaking or other noises. When she dropped down and abruptly went silent, I knew that meant she was about to cum. She may have briefly held her breath then she cried out as her body started shaking. Since they were no longer bouncing, I brought my hands around and resumed fondling her boobs while she was cumming. It was another long and apparently highly pleasurable orgasm so I was pleased that I'd been able to contribute to getting her there. Even though my own orgasm hadn't been building up quite yet, I knew that this pause was going to allow me to last even longer and I certainly wanted to enjoy fucking her for as long as possible.

When she finally went still again and had let out a sigh, she opened her eyes and smiled at me then climbed off of my cock and took her boobs out of my reach. She leaned forward so that she was on all-fours beside me which prompted me to get up and kneel behind her. I took more than just a moment to both admire her sweet ass and to run my hands over it before guiding my cock back into her hot, wet pussy from behind. Holding her hips, I eased my cock all the way in while we both moaned then began to slowly slide it in and out. She reached back under herself, I assumed to caress her clit as I was fucking her, while I was watching my cock sliding in and out. As I got a good pace established, my hips were smacking against her ass cheeks, which made them jiggle slightly and nearly hypnotized me.

When it occurred to me that, while I was mesmerized by her jiggling ass, her boobs were swinging rhythmically, completely unencumbered, I managed to break the trance and slipped my hands forward. Cupping those big beauties, I hefted their weight as I caressed the soft, smooth flesh and felt her hard nipples against my palms. I don't know for sure that my cock got even harder at that moment but it sure seemed like it and, based on her moaning, it seemed like she felt it, too. We were pretty well synchronized between her pushing back and me pushing into her and, no surprise, it felt absolutely amazing. Since I knew this was my one and only chance to be with her, I was expecting to take full advantage of it, including encouraging her to stick around as late as she could or even to stay overnight with me. I'm sure it seems like a total dick move to be cheating on the love of my life with the girlfriend of one of my best friends but, given our history, it was an opportunity that I could not have resisted and, since I'd be moving to England, there was no chance we'd be tempted to continue after this time. Judge me or both of us all you want but it ended up being much needed closure for us.

I could have continued fucking her from behind for much longer, and I was doing just fine as far as my staying power even though I was fully appreciating the pleasure I was experiencing due to her hot, wet pussy and luscious boobs, but she started pushing back harder and setting a faster pace so I figured she was getting close to cumming again. It got to the point where I was having trouble remaining in sync with her so I switched it up to just thrust each time her ass banged into my hips and that worked out pretty well, too. I'd soon straightened up again, holding her hips while watching her ass jiggling as she got closer and closer to cumming. I was okay with abandoning her swinging boobs because I had a plan for what I was going to do next after she experienced this orgasm that would have them back in my hands. She finally gave a hard push backwards then held there so I made sure I was fully embedded inside her. A moment later, she let out a cry and started shaking.