"Ohhh...that's bliss. That feels so nice...Mmmmm. I am going out of my mind right now. I confess, I am so ready for this. I want touch, I want intimacy. I need you in the worst way. I hope that doesn't scare you."
I laughed and said something about a blurry line between need and want, and that I was all-in.
Alice separated from me for a second.
"We're just two lonely people in lust, right? There's no school connection, nothing official happening, we just ran into each other and spent some time together."
"Absolutely" I replied.
"And next time I see you in the lab, I'm going to ignore you. Like this never happened."
"Totally. I get it" I said, nodding.
"Good. Now let's make love. Hold me. Kiss me again ."
We kissed again, arms reaching for each other, holding each other close. Part of me wanted to rip off Alice's clothes, to see and feel her nude body, but I wasn't that bold. She was my superior, so I still had to proceed cautiously. My hands dropped down to her backside and I caressed her through the material of her skirt, pulling her closer. It was kind of a test. Was she really going to give me her body?
She was. Alice pulled me closer and ground herself against my hardness, breathing loudly and heavily.
Not having been in such a situation before, I wasn't sure how to proceed. Who does what? Do I just start unbuttoning her blouse? Pull up her skirt? I decided to ease over to the bed, so I broke off a kiss and pulled Alice over towards the bed and sat down. That seemed right. I caressed Alice's sides and ass with my arms and pulled her blouse out of her skirt with my teeth. Alice laughed and unbuttoned a couple buttons on the bottom of her blouse. I leaned forward and kissed her bare stomach several times, nibbling her warmth, listening to her sighs of pleasure. Emboldened, I ran my hands down to feel the skin of her legs, then up and down the back of her bare thighs. Hearing more sighs without the least hint of resistance, I ran my hands up higher beneath Alice's skirt and felt the soft curves of her pantie encased ass. Not wanting to break this magic spell, my hands slowly explored her rear, pulling her ass cheeks up and down or towards me, but still outside the fabric of her panties.
Alice had unbuttoned her blouse while I was busy with her butt and stomach, and my attention shifted upwards. She wore a white bra and the sight added more fuel to the fire in my loins. I reached inside her panties and pulled her bare cheeks wantonly, simultaneously kissing higher on her body until my mouth reached her bra. I kissed it and blew hot air into the fabric, feeling the resistance of her fleshy mounds and a hardened nipple. Alice drew a breath sharply, so I repeated the action, puffing hot breath into the fabric and nibbling her soft contours.
At this point I took my hands from beneath Alice's skirt and reached up to unhook her bra. One hook released right away, but the second hung up and I fumbled with it without getting it free. Alice laughed softly and reached behind her to help. It was a funny moment. On the one hand I was slightly embarrassed not be have released her bra clasp successfully. On the other, reaching behind her back had the effect of thrusting Alice's breasts forward, which made her look all the more womanly. Alice stepped back, shrugged off her blouse and bra, tossing them on the bed at my side.
I sucked in a breath at the topless beauty before me. Alice had average sized breasts, pale with a firm brown nipple, and as she moved, I found them mesmerizing. When she stepped back and resumed her position before me, my heart raced with excitement. I made soft noises I had no control over as I kissed her soft mounds, holding off for a couple seconds before attacking her nipple with my mouth. When I sucked that firm bud into my mouth Alice moaned loudly and said "Oh, yes" in the sexiest way. I had to restrain myself, remembering my last girlfriend's admonishments to be gentle with her nipples. So I was, kissing, nipping ever so slightly, sucking and tonguing first one bud, then the other. I could her Alice moaning, sighing, breathing hard and that was a wonderful reward. I felt transported to some higher plane, a fairy tale place where all my pleasure enhanced hers, and vice-versa. It was Nirvana. The more I pleased her, the more I pleased myself.
I came back to my senses and told my hands to get to work. They had been mindlessly caressing up and down Alice's side, not even underneath her skirt. While sucking a nipple, I reached under the front of Alice's skirt and ran my hands up one thigh. It was soft, firm and warm. And exciting. I squeezed, caressed and ran my hand up and down one thigh, then shifted to caress the other thigh with the back of my hand. Alice shifted slightly, put her hands on my shoulder and spread her legs a couple inches. I smiled inside at her movement and moved my hand higher until it reached the warm softness of her panties and womanly warmth. Alice moaned again and pulled me closer. I released a nipple and kissed downward, all the while stroking Alice intimately, feeling damp fabric and the outline of her labia. She gasped and quivered at my touch, making sounds that defy description. By me, anyway. In between she let out a constant stream of drawn-out "Ohhhs", "Ahhs" and "Mmmms." It was the best music anyone could hear. I rubbed her lightly, then firmly, one second with fingers, the next with my whole palm. Alice pressed forward against my touch. Seeing that, knowing I was pleasuring her so successfully, made me some percent harder and happier. Who can compute such a thing?
I reached up under Alice's skirt to pull her panties down. Her panties were white, sensible and sexy. To me anyway. Once she stepped free of them, I reached back under her skirt instantly found her warm and wet lips. I caressed them slightly with the back of my fingers, then gently pushed my index finger in a fraction of inch. She was warm and wet and jerked slightly when I brushed near her clitoris. Alice spread her legs even more and held me tight against her, sighing and moaning as my finger went higher inside her, flicking back and forth inside the warm confines of her vagina. I hadn't gotten far, maybe half my finger height, when my thumb came up against her clit. I wiggled my index finger and rubbed the firm little bud that was her clitoris with my thumb. Her breathing got louder and faster, then Alice gasped. Her body froze for a second, then kind of shivered and froze again. I sped up the movement of my wiggling finger and thumb until she came with a wild jerk and cry. It was heaven for both of us. My last girlfriend barely made a sound when she came, so hearing Alice's orgasm and seeing her body twitch and jerk was wonderful. It took her a minute to calm down and normal breathing to return, so I just held her and caressed her legs aimlessly.
It may sound weird, but as I sat on the bed holding Alice to me, I realized I was still fully clothed. Shoes, socks, shirt-everything. I kind of snorted a laugh, which made Alice ask "What?".
"I still have my clothes on. Maybe I should remove something?" I said with a smirk.
Alice quickly started to unbutton me and help me off with my shirt and clothes, then stood back as I slipped off my pants and underwear. When my erect penis came into view, she graciously complimented me.
"Ooooo. You have a nice dick...nice body."
"Yours is better" I responded, and reached to undo her skirt. There was a hook and a zipper in back. I undid both and slid the skirt off, admiring Alice's round ass. I pulled Alice to me and planted a couple kisses on those soft mounds, then fell back on the bed. Alice said "Wait!" and pulled the bedspread and top sheet down.
"I don't think they wash these bedspreads that often" she said.
I fell back on the bed and Alice fell on top of me. Or I pulled her on top of me. We kissed again, and I luxuriated in the feel of her soft body against mine. My hands encircled her ass naturally and I loved the feel of her cheeks. I loved pulling her body against mine even more and I could feel Alice make little bumping movements as she rubbed her clit against my cock.
"I want you inside me" she whispered, and reached down to engulf my cock in her warm pussy. Hot pussy, actually. I loved the warm feeling as she sank down on me, wiggling slightly to adjust herself, sighing deeply when I was all the way in, then moving slightly to rub her clit against my pelvic bone. Or some bone. Whatever the one that sticks out is called.
Alice leaned forward and raised her pussy several inches up my cock, then floated back down. It was a wonderful sensation, and my senses were overwhelmed. Part of me felt that incredible warmth enveloping my dick, part of me loved seeing her lovely pale breasts swaying above me, and part of me was still blown away that this middle-aged woman-not a girl-wanted me and was giving me her most precious gift.
"How's that?" Alice whispered. "Does that feel as good to you as it does to me?"
"It does" I responded. "You feel amazing and I love every inch of your body."
Alice made some mmm-mmmmmm sounds as she continued her slow rise and fall on my dick. I reached out for a breast and pinched her nipple lightly. Alice shivered.
"That's nice. Keep doing that and I think I can come again. How about you?"
"Soon. I'm almost there. I'm trying hard not to come so I can last for you."
"That's so sweet" Alice said, then leaned down even closer and in a breathy tone said "Come any time. Come for me and I'll come for you."
Alice speeded up her motions and started working my cock furiously. I felt an orgasm coming and reached out again to lovingly pinch one of Alice's nipples in hopes of sparking an orgasm for her as well. She made more sweet sounds of lust and that finished it for me. I came in long spurts, drenching Alice's warm pussy with hot jets of sperm. Alice cried out once again and jammed her body against mine furiously. She came herself moments later in a series of muffled cries, then collapsed against me. I held her and we rocked gently and quietly, lost in our own thoughts. I felt on top of the world, having one the trust and affection of a real woman of the world.
A few minutes later we came back down to the real world and talked in hushed tones about cleaning up, bedtime and brushing our teeth. Alice walked to her bathroom to shower, and I went to my room to do the same. back in my bathroom I quickly stripped and stood in the shower slumped against the wall. Wow! What a night, I thought. What. A. Night. My mind got stuck for a second and the words "This is real" kept repeating and echoing through my head. I shook my head several times, focused on the bathroom tile and stark reality and...it was real. I washed my face and privates, shampooed my hair and dressed in fresh tee-shirt and underwear beneath my pants before going back to Alice's room. I hadn't thought to get her room key, so I had to tap several times to get her attention. She finally heard me and let me in, still wrapped in a towel.