Proud Woman

Carolyn was the last of her friends to remain single. It wasn't that she was unattractive, far from it. She was beautiful, athletic and tall, the kind of woman men stop what they're doing to watch as she walks down the street. Men forget themselves when she's nearby. Many a fight was started when a boyfriend isn't subtle enough to look away from his girlfriend when she passes. She grew used to it and though she took a small amount of pleasure in it, it was aggravating and always happened when it was most inconvenient.

At the age of 33 she was already active in women's rights. She had earned her Bachelor's in Psychology at Bryn Mawr and her Master's in Women's Studies at Agnes Scott. Now working on her thesis on "The Societal Expectations of the Post Feminism Woman" her life was filled with talks, lectures and research while her friends had all settled into their post collegiate life as a wives and mothers. Though they seemed happy, she was disappointed when they seemed to disappear, one by one, into the suburbs. Her studies and her meetings with her women's groups began to take the place of her friends. Already her reputation as an activist was growing.

She had not wanted to meet anyone and certainly wasn't looking to meet him when she did. He was far too young for her, obviously an undergrad and most likely working in the campus bookstore to pay for the classes she had passed through years ago. He didn't even look like the type of man she normally would have been attracted to. He was cute, but not handsome, thin and meek rather than strong and masculine. There was something there though, and she was drawn to his smile and was impressed with how intelligent he was.

They talked between the aisles of books and in that short time she picked up on how well acquainted he seemed with Chaucer, Dickens and Voltaire. Even more unbelievable was his love of Bronte and Austen, two of her favorite authors and ones not particularly loved by any man she ever met. On a whim, she gave him her number, ordering him to call her so they could finish their discussion over dinner. He readily accepted, the flash in his eyes betraying his eagerness.

It was obvious on their first evening together that he was not accustomed to dating. Though his appearance was slightly neater than the day they met, he seemed clumsy, almost tripping as he walked in the door. As they talked he nervously fumbled over his words. Usually perturbed by such inadequacies in those around her, she found his strangely endearing. It was obvious he was cowed by her. At first she played up to it, feeling him flinch when she brushed the hair out of his eyes, then watched as his eyes widened when she slowly applied lipstick.

"Alex," she leaned forward, allowing him to smell her perfume. "Why don't you date?" He faltered. "I mean, you're a cute boy. Intelligent, and not impolite. Don't any of your classmates appeal to you?"

He blushed instantly and Carolyn wondered if it was the question or her choice of words. "You date, don't you?" She pressed him. "I mean, I'm not the first woman that's asked you out, am I?"

He looked up nervously and laughed to himself. "First woman, no. First woman to ask me out, well, yeah."

There was a slight smile on her face as she waited for him to elaborate.

"That's not something women do. At least not with me, and not with any of the guys I know." He sat up straight, regaining his composure. "Men are the ones that ask out the women. I haven't heard of it otherwise."

"Alex, how did we get here?" She saw him inhale deeply as she reached and stroked his cheek with one finger.

That had been months ago and though she was hesitant to take him to any of her academic functions, she considered him hers and wanted no other man in her life. It was a relief, actually. Her body, always starved for attention had grown too accustomed to sex toys and her private fantasies. Sex with a man was something she stopped considering, her priorities elsewhere. It had been too long and she never realized how out of practice she was until the first time she took him to bed.

She knew he would be more comfortable in his bed and though there were many nights she considering jumping on him and taking him by force, she waited. It would be much better if they were both at his comfort level, going at the speed he was best with. Finally, when he did kiss her, she wrapped her arms around him and pulled her to him. He let out a tiny squeal into her lips. Despite his inexperience, she found him very skilled at kissing her. He neither pulled nor forced into her, just caressed her lips with his own. They were soft and she found herself bearing into him as the fresh taste of his mouth brought out a reaction from her.

Between her legs she felt him hard and Carolyn only imagined what he would feel like inside her. As their lips played together, she reached between them admiring his length with an eager hand. This calmed him and he exhaled against her slightly.

"Like that, don't we?" she whispered warmly into his ear. In her palm she held his cockhead, feeling it throb beneath his clothes.

He was strong and held her tight. She found herself giving into him unexpectedly. When she squeezed him, her lips were on his neck, just below his ear. Each soft squeeze from her hand brought a sharp jolt from him. "I won't hurt you, love," she whispered. "Relax and give in to me. I'll be good to you."

He exhaled heavily, trusting in her. She reached around to feel his firm ass in his hands and their lips broke. Their eyes met and she stopped, still cupping his tight cheeks.

"Is this ok?" He said, a look of anxiety on his face.

"Of course, why wouldn't it be?" There was a hesitancy and she searched his reaction. "Is this your first time? You're a virgin?" She asked with an obvious touch of excitement.

"No, of course not," He pulled away. Between them his erection was obvious. "It's just been a while."

She reclined on the bed, her sleek legs gliding along the sheets, enticing him. "It's ok," she reassured him. "I know you're nervous. I expect that. You want to please me and you're probably a little bit afraid." He nodded silently. "That's good. I will guide you through it. Making me happy is very important and I'm here to teach you."

She took his hand and pulled him beside her. He sat clumsily, knees locked together, hands folded in his lap. She sensed his nervousness and felt a twinge of pity for him. He was very cute, more than likely he had always been incredibly shy.

"Watch me," she directed, reaching behind her and unclasping the collar of her loose summer dress. It felt to the ground on a current of air and landed at her ankles. She still wore her strappy high heels and, with a practiced move, stepped out of the material, allowing him an open view of her body.

She prided herself on her figure. Realizing it took a concerned effort to remain in shape past thirty, she spent more time at the gym and ate healthier. It showed in her tight belly, long, muscular legs and trim, round ass. She watched as his eyes scanned her being, he hardened and she felt her own body lust and grow wet at the thought of feeling a man after so long.

When she reached to him, he didn't fight or even move to slow her, only allowed his shirt to be pulled from his chest. He was smooth, which seemed in keeping with his personality though he was well developed with a lean, muscular build. Her thumbs pinched his nipples slightly and raised him up. As he stood, one hand reached and ran along her thigh, stopping on her butt. He was gentle and perhaps even a little afraid. Carolyn's nipples firmed at his touch.

"It's been a while for you hasn't it?"

He nodded, his gaze never leaving her inner thighs.

"It's ok," she reassured him. "I'm looking forward to this. I need a man just as you need a woman. Let me lead you."

He was reaction was almost imperceptible and she stroked him softly, across his chest, his outstretched arm and below his navel. When she began to unbutton him, he started and stepped back.

"I know you're nervous, sweetie but I want to see you. Don't be scared."

With a sigh he stepped forward, rigid as her small fingers unbuttoned his pants and reached inside. Beneath his jockeys she felt him full and straining. As she pulled his underwear down he desperately held his breath. His cock, full and stiff, popped straight out at her. Holding it to one side she kissed it lovingly.

She murmured. "Beautiful...."

Relieved, she felt his body relax and she took the opportunity to look him over. She lifted his shaft out of the way to get a good look at his balls. They were larger than she was used to and hung freely between his legs. Rolling them carefully in her hand, she remembered what it was to feel a man once more. A tiny breath came from his lips as she toyed with him. The head was full and she felt it throbbing as she ran it along her cheek. Smooth, warm skin, nowhere else could she find it but on a man.

She stood, reluctantly taking her hand from his balls and ordered him to sit. He seemed so eager, his penis jutting wantonly from between his legs and a wide smile showing his excitement. With a quick twist, she unsnapped her bra and held it to her body for a moment before allowing it to slip down her arms and onto the floor.

Her nipples were stiff on teardrop breasts. They were full and firm and he couldn't help but stare. She gave a coy smile and ran the flat of her palms down her sides, past her waist, hips and drawing the strings of her panties over her sleek thighs. They dropped from her fingers, resting, then falling at her ankles.

He gazed at her body. The dark triangle of curls between her legs seemed hypnotic. He was drawn in, almost helpless. A warm scent filled his nostrils and his entire body reacted.

"See," Carolyn traced her fingers around her sex. "This is a woman. It is what drives men." His mouth hung open in lust. He was speechless and she knew he was hers. "For the pleasure of it, to be this near it, men will do anything. Men strive for it, give up themselves for the soft touch of a woman's pussy. Here," she reached to him to pet him on the head. "Come closer. Adore it."

In a slow motion her came to her and she stopped him when he was about to touch it. "Wonderful, isn't it?" She asked. "Full, warm and loving. You've missed it haven't you?"

The scent of her awoke something in him that lay dormant for far too long. It was the familiar odor of woman; heady, lustful, it stirred his most primitive emotions. She was right, he did need it, desperately. He had to have her.

She had a beautiful pussy, lined with a full mass of soft, thick curls, it made the rest of her, two full pouting pussy lips seem mysterious. With her permission, he opened her with one finger, gently parting the entrance to pleasure like a weary explorer searching for her tight hole. He rose at the sight. How tight she looked, how wet and warm! He could only imagine the joy he would feel penetrating that tiny hole. His penis, starved for such attention, jerked uncontrollably.

His lips reached to her in an attempt to show respect and adoration but she urged him away until he lay back. For a moment he felt very awkward, his cock at full attention, swinging freely as she looked down at him. She didn't move to lay on top of him as he'd hoped and except for a cursory stroke to his cock, she ignored his need. She straddled him, moving up his torso. Her pussy was warm against his chest and he felt the dampness and heat from her sex as she moved on him. It only drove him further.

For a moment she looked down at him, at his face bewildered and trapped beneath her. He was very attractive, even pretty. It was a wonder he didn't bed every woman that threw herself at him. Carolyn was sure he had many chances. Unaware of herself, she reached and stroked his cheek. He was breathing quickly.

"Alex," she spoke softly. "Before you please yourself you must please me. That's the way it always should be. Too many men ignore the woman once they have gotten their fill. Because of this few men know how to truly satisfy a woman." She pressed her sex against his chin, just out of his reach. "You're a good man and I see a lot of potential in you. Though I doubt anyone's ever taught you about women and doing your duty as a man." She smiled, "You would not be single now if you had been."

Rising up so he could see all of her pussy just above the lean swell of her buttocks, she placed two fingers at the top of her bush and gently spread her lips. "You know what a woman looks like, all her parts; her slick labia, warm, tight vagina and the sensitive pearl of her clit. Now you'll learn how to appreciate a pussy." Saying that, she leaned over him and gently placed her pussy on his face. Taking a moment to settle comfortably, she could feel he had enough room to breath easily.

Her chest swelled with arousal and a sense of power. She had never felt more like a woman, the man beneath her concerned with nothing but pleasing her. It was a heady feeling and she felt her pussy drip onto his waiting mouth. "Easy," she advised. "Feel its softness, taste its scent."

He did as she instructed, stunned by this woman that had so easily taken charge. Though he was no stranger to dating or women, she made him feel like a neophyte, wide eyed and eager to learn. The smooth muscles of her thighs felt good against his cheeks and her lips, barely touching his mouth, tasted so feminine. Her presence was overpowering and he drifted, pleasant images filling his mind; a woman clutched to his body at night, the taste of her kiss as they made love. It made him dizzy.

She settled against him and he kissed her open mouthed right on the entrance of her vagina. She moaned happily as he tasted a flow of sweetness fill his mouth. As she instructed him, he licked long slow licks that shook her and caused her sex to open. As he mouthed her, she stroked herself against him. The soft fur caressed his face as she got herself off. Her libido was at a breaking point. It had been too long and she felt at any moment she would break into a loud, tearing orgasm that would spill her womanly come over his face. At that instant she welcomed it.

He found his pace, the skill returning to him, something you never forget. Above him she purred. On all fours, she pressed her quim against him even more urgently. The orgasm she'd held off for too long was due. All her instincts as a woman forced it out of her.

Her undulations became stronger until she was rocking into his face. He held on as best he could, the wet folds of her pussy slapping against him. Her need pushed her until she brazenly fucked his face. So aroused was he that he showed no resistance, only accepted the liberating feeling of being overpowered by a woman.

When she came there were two quick shudders that forced the opening of her vagina right beneath his nose and held still, every muscle flexed as her body felt a torrent of pleasure. She moaned, a slow, languorous moan that rose as she peaked. Juices spilled from her snatch, gushing into Alex's mouth, filling his nose and dripping down his face. For a moment there was near silence, only the sound of her breath could be heard in the room. Rushes of air stirred her pussy as he struggled to breathe. The sensations aroused her even more.

With a slow movement, like a cat waking from a long nap, she rose on her haunches and moved a knee over his body. She turned away and he looked back at her to see the firm cheeks of her round feminine ass. A small patch of shiny moisture collected at the bottom of her cheeks where her juices and his saliva collected.

She reclined facing him and watched him indifferently as she stroked her pussy in a lanquid motion. He lay just as she left him, his feet on the floor, upper body on the bed, his cock erect and bursting. It waved in the air desperately.

"Now," she said, her voice taking on a deeper, throaty tone. "Come lay next to me. I know you need to come and I want to enjoy your cock."

The bluntness of her words shocked and aroused him. As if in a trance, he got on his hands and knees to crawl to her and dropped by her side. She made no notice of him, only watching his cock as it swung with each motion. It pleaded for her touch and she couldn't resist. One well manicured finger slid over the fat head of his shaft, drawing moisture from his hole and smearing it along the smooth sensitive skin. He exhaled wantonly, not used to such attentions. The sound of it curled the corners of her lips into a wicked smile that he missed. She appraised him as he moaned like a slut. His cock was large, more than enough to keep her happy and very sensitive. She liked that. Liked how each touch of her hand or a slight lick of her tongue brought such a potent reaction from him.

When she tasted him he was warm and fresh. The scent of man was heavy upon him and his balls felt heavy with need. Between her legs she felt her pussy dampen and was eager to have him inside her body.

The skin on his shaft was tight and he moaned when she slid the softness of her cheek down it. When it reached her lips she gulped it inside her without warning. He cried out in a shrill squeal, exacerbated by the quick bob of her head as she throated him. He was near the edge and pained from need but she held him at the peak mercilessly.

She stopped and held it in her clasped hands as she sat between his thighs. He was writhing on the bed, helpless to anything she did to him. Feeling a surge of power she gripped his member tightly between her fingers and slowly slid them up his already engorged length. The motion, slow and almost torturous, only caused him to shake even more anxiously. A drop of thick, pearly cream pushed out the top of his fat head as if yielding to her presence.

"Mmmmm." She crouched down, moving like a whip against him. Her bare breasts pressed against his inner thighs. Her nipples were points teasing his heightened flesh. The only sounds coming from him were laments of pity. Rather then appeal to her it pushed her to test him beyond what he could stand.

Her fist gripped his shaft, the soft flesh of her palm tightening until the head turned a dull scarlet. She pumped him, his cock trapped in the closure of her fingers as she squeezed tightly and released. The sensation was like nothing he'd ever felt. A heavy feeling rested in his balls and he squealed each time the ball of her hand pressed against them. Unable to fight her or to hold back anymore he sat up on his elbows. His chest heaved like a bellows and his face was flushed with exertion. Shiny tears began.

"Please," he begged. "Stop this...come to me. Do what you want. Let me please you." Barely able to push the words from his mouth he collapsed as soon as he finished. His arms laid out on the mattress. To Carolyn it looked as if he'd passed out. His eyes turned from pleading for mercy to a calming, serene gaze.

"Alex," her voice was soft, barely a whisper. "How does it feel?"

He tried to answer but only a slow groan came from him. She smiled slightly to herself. Her heart filled and her crotch dampened. It had been so long. Few men are able to reach that space and those before him never did their first try. It took weeks, months sometimes, of agonizing practice. Men are too used to the warm release of an orgasm that going without when everything in their being screams for it is so foreign to them. Never had she seen a man that took to it as he did. Carolyn wondered if his long stretch of chastity wasn't self imposed.

He was quiet now, his eyelids closed with an occasional flutter behind them. His breath was slowing and his body, now covered with a thin layer of sweat from ankle to earlobe was rescinding. The only sign of his urgency remained in her hand. His cock continued to throb, causing him a gentle pain. When she released it it stood unwavering, erected towards the ceiling. The tip was coated with a thick layer of precome.