My Dream Of Melanie Ch 03

"You mean you want to go all the way?" I asked her, not believing that she had kissed me of her own initiative and that she wanted more than kisses. "Full out sex? Me going down on you? Licking your pussy? Sucking your clit? Making you cum until you scream?"

"Yesssss." she moans, pressing her crotch tighter against my hand. "Ohhhh, yyeess!"

"Are you sure?" I ask her, and pull my hand from her crotch and raise it to toy with the top button on her blouse. "Absolutely sure?"

"Yes!" she quietly exclaims as she watches me begin to slowly unbutton her shirt.

"Because I want you badly that, once I start, I may not be able to stop." I explain as I push the sides of her shirt apart, revealing a lacy red bra. The cups were so small that they barely covered her nipples; her dark eraser sized nipples that I can't resist lifting one tit slightly and giving the nipple a nice, long lick.

"Ahhh." she moans.

I smile and give her nipple another long, wet lick before tugging her shirt from the waist of her pants and tugging the remaining buttons loose.

"Off!" I demand as I push the shirt back, over Melanie's shoulders, forcing her hands from my shoulders and behind her. This forces her tits higher, her dusky nipples peeking at me over the top of her lacy bra. I twist the shirt around her arms a couple of times just tight enough to keep her arms behind her back.

"What are you doing?" she asks, tugging at her wrists, trying to get loose.

I hold her arms for a second, until she stops struggling. "With your arms like this, it makes your nipples stick up just right."

I glance down between us, admiring the view.

"I always thought that you were beautiful but, right now, you are beyond beautiful." I really want to tell her what a bastard I think her ex-husband was for leaving her but don't want to bring him into it. "Damn. You are sexy with your clothes on but you are damned near irresistible with them off."

She relaxes again and I slowly kiss the side of her graceful neck. I lay kissed down, down, down, across her collar bone, angle back towards her chest until I reach the top peak of her breasts.

I know she is watching me because I can feel her gaze. I rest my hands on either side of her hips and lean into her, close.

Using just the tip of my tongue, I slowly trace the top edge of her bra from the shoulder strap to the bottom of the vee in the front, intentionally avoiding her nipple.

When I slowly slide my tongue back up the same breast, I hesitate over her nipple, just letting my hot breath puff against it again and again, watching as it slowly grows longer and stiffer.

Only when Melanie pushed her chest forward, do I take her nipple into my mouth, opening wide so I can cover her silver dollar sized aureola as well. I suck just hard enough to create a good suction before I start to pull away, slowly, slowly letting the nipple slide, wet and hot, from my mouth.

Before she can recover from the shock of the cooler air in the room attacking her nipple, it is in my mouth again. This time, I suck on it harder, flicking it quickly back and forth with my tongue then giving it a quick nip with my teeth and lips before I finally let it fall back to her chest.

Then I switch to the other side. I don't play shy this time, immediately laving Melanie's dark brown, lightly pebbled nipple with my tongue and pulling it deeply into the recesses of my mouth. I use my tongue to whip it back and forth a few times before I pull back and let her tit fall back into her bra.

"OOHHHH!!" Melanie moans, her eyes almost completely green now, and almost totally closed. I smile and raise a hand to trail my fingertips slowly down the side of one of her grapefruit size tits. She jumps because my fingers have gotten cool from the leather of the couch.

I gently squeeze the nipple between my fingertips and roll it back and forth.

"Harder?" I ask and squeeze just a little tighter. "Or softer?"

"More...I mean, oh god, I mean harder." Melanie gasps out softly, biting her lips and almost succeeding in keeping back a moan.

I squeeze just slightly harder as I lean in and gently place a light kiss on Melanie's cheek. She turns her head and tries to press her lips against mine but I avoid her...for the moment.

I slide my lips along her cheek toward her ear until I can gently suck her ear-lobe into my mouth. I flick it back and forth, doing the same thing to her nipple with my fingers.

Melanie is gasping now, struggling with the shirt around her wrists and I press my body against hers, forcing her back, into the couch. She quits struggling when she realizes that I don't mean to let her wrist loose just yet.

I kiss her then. My lips press tightly against her, my tongue sweeping between the seam of her lips, dipping inside the warmer heat of her mouth. I pull my tongue back into my mouth and her follows, almost instinctively.

Our tongues dart back and forth between our mouths, even as I roll and pull on her nipples, switching back and forth. I take my free hand from the couch and put it on her hips, lightly tracing the top edge of the waist band of her pants from her hip, each time edging further towards the center of her body.

Melanie is really moaning now, the sound growing louder the closer my hand at her waist gets to her stomach. Finally, I flick open the button holding her pants shut and ease the zipper down. My fingers graze something nubby and smooth. I steal a glance and see lacy panties matching the bra.

"Oh, Melanie, if only your patients knew what you wore under the grungies you usually wear to work, they would all want to be where I am right now." I tell her as I ease my fingers inside the waist of her panties.

Melanie is panting in my ear, slowly thrusting her hips forward, grinding her crotch against my hand.

"Please. Please." she begs as my fingers slowly part the outer lips of her pussy, which is already slick with her juices.

"Soon." I tell her, lightly tracing the seam of her outer lips slowly from top to where she is wettest, right above her vagina.

"I need to..." Melanie gasps when I slowly push a single finger forward, finding her clit and giving it a light rub. "Ooohhh, I nnneeeedddd!!!!"

"I know, Sweetie. I know." I tell her and give her a light kiss. Somehow, she has gotten her hands loose and she suddenly grabs the back of my head, twists my long hair between her fingers and pulls me tighter into the kiss.

Our tongues are almost fighting now, as my hand between her legs slides lower and the tip of a finger slowly penetrates her pussy and the thumb keeps stroking her clit. The harder I stroke her clit, the harder she pulls my hair as she deepens the kiss, turning her head from side to side.

I relent and push my middle finger deeply into her pussy and rub until I can feel the slight roughness of her g-spot. I press it there and speed up the stroking of her clit with my thumb.

Melanie is losing it now. She is thrusting her hips faster and faster against my hand as I allow her to finger fuck herself with my hand. I maintain pressure on her g-spot until I can feel the inner walls of her pussy tighten spasmodically around my finger.

She gasps against my lips as she cums. She gasps again when I give her rock hard clit a squeeze and she has a little after-shock orgasm.

"Damn." she somehow manages to say without completely lifting her lips from mine. "Just...damn."

I just smile against her lips because I know that we aren't through yet.

Part four, coming soon.