Amazing Gracie Pt 03

***** Before I get into this chapter, I want to remind everyone that what I am writing about is real life experiences. And while I really appreciate the comments and ratings you give me (Please keep them coming. I love the feedback) I really can't change the story or the outcome and remain true to the events. There are a lot of good fiction stories on here for you to enjoy. The advantage to writing fiction is that you can create any story or outcome you like. With nonfiction you are locked into what actually happened. Hope I make it worth your while to read. Cheers! *****

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Amazing Gracie Pt. 3

(The GILF down the hall)

The following happened one night about a week or ten days after Gracie and I first met.

I showed up at Gracie's door and knocked gently. Gracie opened the door dressed, not in slinky lingerie, but in appropriate outdoor summer wear. She had on a loose fitting blouse / shirt hanging outside (not tucked in) a pair of khaki color shorts. She was barefoot and had a glass of wine in her hand. I had showed up hoping for a night of hot nasty sex, but her dress and appearance had me wondering if she was sending me a signal that tonight was going to be a much more polite social evening. I sat on the couch and she brought me a glass of wine. As she walked across the floor towards me, I noticed that she was not wearing a bra. Her nipples were fully erect and poking into the fabric of her shirt. This was confirmed when she leaned over to hand me my wine. Her shirt was unbuttoned at the top and I got a good, but quick, look at her breasts and nipples. She sat on the couch and we talked and chatted about our day. Mostly it was just "blah blah blah".

After about an hour, Gracie excused herself to go to the bathroom. She had been gone about ten minutes when she called out to me from down the hallway, "Can you come back here? I want to show you something." I got up and made my way down the hall until I reached Gracie's bedroom. I stopped at the bedroom doorway and saw that Gracie had lit several candles and turned down the bed covers. She was laying on top of the bed, completely naked. She looked at me with a mischievous smile and said, "I think we have had enough of polite conversation for tonight. Don't you agree?"

I smiled at her and replied, "Yes. Yes, I do."

I slipped out of my clothes and moved to lay on the bed. My cock was already stirring to life and I leaned over to lick and gently suck on Gracie's nipples. Her nipples were, rock hard and ultra-sensitive. Even a light lick could make her shiver. For that reason, I alternated between a gentle, light licking and a moderate sucking. I moved back and forth between her nipples while gently stroking her tummy and inner thigh with my fingertips. This had the effect of making her moan and writhe on the bed. Moisture began to form on her pussy lips as I ran a finger up and down the outer length of her slit.

After several minutes of teasing, with Gracie getting wetter and wetter, I moved down and lay between her open thighs.

Her pussy had trimmed hair with just a trace of her lips protruding. I touched it with my fingers and felt how wet she was. She moaned and I placed the tip of one finger in her and slowly moved it up and down the length of her slit, one knuckle deep. I leaned my face forward and placed a gently kiss right on her clit. The aroma of her vagina was intoxicating as I removed my finger and begin to softly lick up and down the outside of her slit. She arched her back and moaned. After a few minutes of this, I inserted two fingers halfway into her and slowly moved them while I continued to lick her outer lips. Her breathing was becoming deeper and she was moaning and clutching at the bed covers.

Her juice was starting to cover the lower half of my face as her excitement grew. I withdrew my fingers and gently pulled open her lips. Then I moved in and inserted my tongue. As I slipped my tongue inside her soaking wet pussy I could hear her gasping. After a few minutes of this I moved my attention upwards to her clit, which was now clearly visible between the folds of her pussy lips. I extended the tip of my tongue and gently begin to stroke her clit. I alternated my movements every few minutes between licking up and down and going side to side.

I moved my attention to her clit and begin to gently suck. I flicked her clit with the tip of my tongue and then resume a gentle sucking. I inserted two fingers in her and stroked the top of her pussy canal, touching her G spot. The combination of my stroking her G spot and licking her clit proved overwhelming to her.

She exploded with a series of orgasms. She cried out and sucked oxygen. She attempted to sit up and then immediately threw herself backwards on the bed. Finally, she pushed my head away and gasped out "Stop! Stop! Oh my God! You are killing me. Please stop."

She lay flat on her back gasping for air. A thin sheen of perspiration coated her body. She had previously placed two bottles of water on a nightstand and I handed her one. It took her about five minutes for her to return to normal breathing. She looked at me and said "I'd love to return the favor, but I don't think I can just now."

"No worries" I said. "You just lay back and relax. I can amuse myself while you rest." With that I moved back between her open thighs, but this time I was up on my knees. My cock was hard, swollen and straining as I placed her ankles on my shoulders and aligned my cock head with the swollen opening of her pussy lips.

"This what you call relaxing?" Gracie gasped as I slid my cock forward and pushed open her pussy lips. Her canal was soaking wet and felt tight around my cock. Gracie opened her mouth wide and sucked air as I went deeper into her. When I was (literally) balls deep in her, Gracie exhaled and started moaning. I started with a slow, steady stroking. As Gracie got used to my cock inside her pussy, I increased my speed. I also lowered her legs and leaned forward. My arms supported me as I hovered over her with my dick pumping in and out of her. After several minutes, Gracie had regrouped enough of her wits to become more actively involved in our fucking. She licked her fingertips and started rubbing them over my nipples. This sent sensations straight to my already engorged cock. Her attention to my nipples caused me to increase the tempo of my pumping. I felt her pussy suddenly contract as she began another series of orgasms.

Her gasping and tense body conveyed the message that she was having orgasms almost nonstop. We shifted our position to Gracie standing on the floor and bent over the edge of the bed. I stood on the floor behind her and reinserted my cock deep into her. I took hold of her hips and started slamming into her. All pretense of gentleness was tossed aside. Gracie was screaming and cumming. I was pounding into her at a speed I was surprised to find I even had.

Then I felt the tingling in my balls that signaled I was going to cum soon. I don't know if it was just coincidence, or if Gracie sensed something, but she started telling me to cum. Actually it was more like she started yelling for me to cum. It took a few more minutes of thrusting but then I felt the cum leaving my balls and move up to my penis. When I stated ejaculating, the sensation was so electric and overwhelming that I thought I might pass out. I am not sure how much I actually shot into Gracie's abused pussy, but from my side, it felt like I shot a pint.

We both collapsed onto the bed, sweating, hearts racing and gasping for breath. I looked at the clock on the nightstand and was surprised to see that we had been fucking for over two hours. It felt like we had been going at it for only a few minutes.

Exhausted, we both drifted off to sleep. For a couple of hours anyway. But then Gracie woke up in the most pleasant way imaginable.