I woke in the middle of the night with Melissa running her fingers over my muscular chest. Her small white fingers were tracing the outline of my pecs as her head sat in the crook of my shoulder. I could see her pretty face in the moonlight coming through the large window. I stirred and she gave me a soft kiss on the lips.
"Your body is so perfect" she whispered.
"So is yours," I responded. She giggled at this compliment and entwined her legs with mine. She kissed me again as her hand moved down my chest, over my abs to find my growing cock. She took it in her soft hand and gently stroked it. I immediately grew hard and let out a moan as she ran her fingers softly over my balls.
I started to rub her back and ass as we kissed and our touches grew more desperate. "Get on top" I said. Melissa blushed a little as she straddled my hips, her pussy rubbing against my cock.
"I've only been on top a couple times," she told me.
"Really?" trying to imagine why a man wouldn't want to see this woman's large breasts bounce as she rode his cock. She nodded and lifted up, guiding my cock into her white pussy. She slowly lowered herself down, taking inch after inch inside of her. Her pleasure evident on her face as my cock filled her. She bent down and pressed her ample breasts into my chest as she kissed me and started to move her hips.
Gently I pushed her back to a straight up position. She looked away from me as I ran my hands over her soft white hips. "What's wrong?"
"I've never done it like this," she answered. I was surprised, how could a woman in her late-thirties never have ridden a man cowgirl style.
"It's ok, take is slow. I love seeing you on top of me." I said trying to reassure her. Slowly she started to move her hips, grinding her clit against my cock. I put my hands on her hips and encouraged her to move up and down some. Her pleasure grew and my cock slid in and out of her pussy. I glanced up to see the joy in her face as she rode my cock. Her breast bouncing up and down in rhythm with our fucking.
My hands found her ass cheeks and squeezed and rubbed them aggressively. Melissa moaned as I did and moved faster on my cock. Her hands now holding her breasts as our mutual pleasure grew and grew. I spread her ass cheeks and gently rubbed my middle finger against her asshole. Searching her face for a sign of hesitation and not finding any I slipped the tip of my finger in. Melissa let out an animal-like groan and fucked me harder. Taking the cue I pushed more of my finger into her ass. Soon after I started to finger fuck her ass, she tensed up and screamed, "YESSSSSSSSSSSSSSSS" as her orgasm took her.
She rolled off me and lay on her belly for a second. I was confused, thinking what about me? Slowly she pulled her knees under her chest, lifting her ass in the air. I move to get behind her and to my surprise she spread her ass cheeks.