My First Older Woman 1

Disclaimer: This is a work of fiction concocted entirely within my imagination. Any resemblance to real people shouldn't be surprising since most of my stories are based on people I know. While I hope you enjoy this story and are compelled to provide feedback, I don't expect the subject matter will appeal to everyone who reads it. As such, I discourage venomous, nasty feedback full of violent wishes against essentially fictional characters in fictional situations. If this story does not appeal to you, there is undoubtedly one somewhere on Literotica that will, so your energy will be better spent on finding it rather than on vilifying me.

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I must have been about 16 or 17 when I first met Kelly after she started working at the youth drop-in center where I spent a lot of time hanging out with my friends. She was about 24, tall and brunette and I was quickly infatuated. In addition to the physical attraction, I liked Kelly because she didn't treat me like a kid. We could sit and have real conversations about real things and I felt like she appreciated my maturity and respected my intelligence. I never got the feeling, though, that she was ever thinking, "If only he was older..." or anything like that. Let's just say I knew she liked me, but I was also confident that she didn't like me "in that way." I'm sure when I assured her I'd be back to marry her after I graduated from college, she was probably hoping she wouldn't be desperate enough to actually wait for me.

Over the next year or so, we became friends to the level that I knew where she lived and had been to her apartment, but I didn't know her phone number, and occasionally we would go out socially, but never just the two of us. I remained infatuated but never lost touch with the reality of our situation and appreciated the relationship I was able to have with her. I never expected her to feel comfortable dating someone 7 years her junior but, as my 18th birthday approached, I wondered whether my becoming "legal" might remove any taboo about other potential involvement. I thought about it a lot as my birthday came and went and finally decided that if anything was to happen between us, she would have to initiate it or I'd risk screwing things up between us. What I could do, though, would be to give her ample opportunity for initiation.

My plan proved harder to implement than I'd anticipated. For her to initiate anything, we'd have to be alone in a private setting which, unfortunately, was a situation we rarely found ourselves in. The only potential scenarios I could come up with took place either in my car, in her car or at her apartment, the latter being preferable. I decided I'd have to be somewhat aggressive in creating an opportunity for her. I figured I could start dropping in unexpectedly at her place and hope that I'd eventually find a night that she was home but her roommate wasn't. The luck o' the Irish must have been with me as I ended up hitting pay dirt on my first visit.

It was a Friday and I'd waited until after 8 pm figuring if she or her roommate had plans, they'd be gone by then. I pressed the buzzer on the intercom not expecting a response and was pleasantly surprised after a moment to hear "Who is it?" It sounded like Kelly's voice, but I couldn't be sure through the intercom. I identified myself and she said she'd be right down. I heard her coming down the stairs and heard her undo the deadbolt, then the door swung open. She stood there in sweatpants, a white t-shirt and an unzipped hoodie. It didn't look like she had big plans for the night. She asked what I was doing and I told her I was just stopping by. She invited me in, closed and deadbolted the door and headed up the stairs ahead of me.

The hoodie was short enough that I was able to watch her ass all the way up the stairs as I followed her. I resisted the strong urge to whip down her sweatpants and bite her on the ass and instead wondered what kind of panties she might be wearing, if any. We went into her living room where the TV was on and a can of Diet Coke and a quart of ice cream with a spoon stuck in it stood on the coffee table. She offered me a drink and I declined so we sat down on the couch. As was typical with us, we eased right into conversation and, after a few minutes, I picked up the ice cream and took a few bites. As Kelly got comfortable, her hoodie opened enough that I could tell she was braless under her t-shirt. I fished out a good sized bite of ice cream and leaned over to feed it to her. As she ate it, I asked what was next on the agenda for her obviously action-packed evening.

"I was thinking bubble bath," she told me. I adopted a pensive expression and tried to appear like I was contemplating a major decision.

"What?" she asked with a quizzical look on her face.

"I'm trying to figure out what would be more enjoyable," I said, "watching you taking a bubble bath or actually participating in it." I figured she'd tell me that I'd just have to imagine both because I wouldn't be doing either, but her response surprised me.

She thought for a minute herself then said, "Well, for me, I think I would get more out of having you participating."

I tried to hide my shock and said, "Hmm, really?" not sure if she was just yanking my chain.

"Sure," she said, "I'm not much of an exhibitionist, so having you watch wouldn't do as much for me as actually having your hands on me. And I am feeling particularly horny."

My dick was already getting hard when she stood and took the ice cream from my hand. She set it down on the table and took my hand, pulling me toward the bathroom. She flipped on the light in the little room and, pulling the shower curtain aside, leaned over to plug the drain and turn on the water. I just stood there staring at her ass as she opened a bottle and poured some liquid into the tub, instantly creating suds. She turned back to me and pulled my t-shirt over my head. As she tossed it behind me, my hands were on her hoodie, pushing it down her arms and exposing her hard nipples pressing against the fabric of her white t-shirt. I could see the faint outline of her areolas and, as I reached for the bottom of her t-shirt, I leaned down to take a nipple between my lips and flick it with my tongue through the material.

I released her nipple as I pulled her t-shirt up over her head, freeing her beautiful tits standing young and firm on her chest. Tossing the t-shirt aside, I leaned down again to lick and suck her bare nipples as a small sound escaped Kelly, letting me know that what I was doing was appreciated. My hands were on her hips and, after a moment or two, I dropped to my knees and, placing a kiss below her belly button, pulled her sweatpants and panties down her legs. She stepped out of both as I stared at her pussy, which was covered with close-cropped brown fur.

I tossed her clothing behind me and stood, my hands going back to Kelly's waist and hers going to the button of my jeans. She unbuttoned and unzipped them and, as she slid them and my briefs down, dropped to her knees as well. My cock sprung out and, although it was at about eye level as she helped me out of my remaining clothes, she didn't touch it, only looked it over. She stood and indicated I should get into the tub, which I did, reclining against the far end, my erection hidden by the suds. Kelly leaned over, her big breasts swinging, and turned the water off then stepped into the tub, one foot on either side of me.

She reached under the suds as she lowered herself down, found my cock and guided it into her hot, wet pussy. Gripping the sides of the tub, she raised herself up and down on my rock hard cock while I played with her tits. It was apparent from the noises that she was making that my cock was giving her both pleasure and satisfaction. At 18 years old, you wouldn't expect that I'd be able to last very long with a hot woman and her hot pussy bouncing up and down on me, but somehow the bathwater or the position or something allowed me to keep up with her. Actually, maybe it was because I kept pinching myself, still not believing that I was really naked in a tub getting fucked by Kelly, the object of my desire.

As she rode me faster and harder, waves began lapping at the sides of the tub and bubbles floated into the air. She paused to adjust her position slightly, settling from her feet onto her knees and leaning forward more. This put her sweet titties in tongue range, so I began lapping at them and sucking her nipples as she slid forward and back on my cock. This position change must have made quite the difference because suddenly Kelly was much more vocal and pretty soon she was moving at an increased pace. My hands were sliding up and down her sides and over her ass as I kept working on her nipples with my mouth and tongue. Amazingly, as she approached a massive orgasm, I was no closer to one myself. I felt as though I could have fucked her all night, I didn't know why and I wasn't worried about it. Water was splashing and suds were flying as she slammed herself back on my cock harder and faster. Finally, she practically growled as she came, slowing her motions and riding out her orgasm.

When she stopped moving, she opened her eyes and smiled, then, rising slightly, reached beneath her and grasped my still hard cock. She stroked it for a moment then, still gripping it, asked me to stand. I slid out from under her and stood before her, feeling the cool air on my wet skin. I watched as her head moved forward, her mouth opened and my cock disappeared into its warm depths. The contrast of her hot mouth and the coolness of my wet skin was intense and the mysterious staying power I'd experienced laying in the tub quickly evaporated. I could feel her tongue pressing against the underside of my member as her lips slid up and down and experienced a feeling of intense pleasure building as well.

She released my cock from her mouth and gripped it in her fist, pumping it, as she licked my balls and gently took each one into her mouth and swirled her tongue around it. She then took my balls in her hand and gently caressed them while her mouth returned to my prick. Once again the heat of her mouth after the cool bathroom air felt fantastic and I knew I'd be cumming soon. My fingers were running through her thick brown hair and my hips were pushing toward her face as I felt my orgasm building within me. Finally, with one more pass of her warm, wet mouth, my cock swelled and exploded, shooting cum down her throat. Kelly swallowed every drop then released my shrinking prick and smiled up at me.

She invited me to sit again and leaned against me as I reclined against the end of the tub. We relaxed in the tub as the water cooled and the bubbles dissipated, but we were far from finished. My arms were resting on the sides of the tub and hers were on my knees, my legs coming up under her armpits. I moved my arms and draped them over her shoulders, my hands covering her breasts. Her nipples were still hard and I felt them against my palms, so I stroked them lightly. Kelly moaned softly and ran one of her hands between her legs. I leaned forward and began kissing her neck and reached down to take over stroking her pussy for her. She maneuvered to her right and turned her head back toward me and our lips met for the first time.

We opened our mouths and our tongues explored each other while I rubbed my fingers over her clit and she reached down to grip my still mostly limp cock. I knew I wasn't quite ready for another round, so I had Kelly stand up. She put one foot on the edge of the tub and I got underneath her and started eating her pussy. She moaned loudly as I slipped a finger up into her and sucked on her clit while she grabbed my head and held me in place. I slurped and sucked her clit and pumped my finger in and out of her and she pushed her hips against my face. Beneath the water in the tub, my cock continued to grow as I imbibed Kelly's sweet juices. When she pulled my head against her at the same time she pushed her hips outward, I knew she was cumming so I kept diligently slurping at her clit and was rewarded with more of her musky, pungent flavor.

She had me stand and stepped out of the tub and grabbed a towel. She was mostly dry from standing there and just toweled off her feet then led me out and toweled me off as well, focusing on my rising cock. I stared at her ass as she hung the towel, my cock continuing to rise, then she turned and took my hand and led me to the living room. She had me sit on the end of the couch, my cock now standing up proudly as I gazed at her standing before me naked, then she straddled me and lowered herself onto my cock. I grabbed the remote and watched the game over her shoulder while she fucked me.

Just kidding.

Her tits were close to my face again, so I started doing laps around her areolas with my tongue as she rode me again. Her hot pussy felt incredible sliding up and down my cock and I knew I wouldn't be able to hold out like I did last time. I slipped a hand down between us and stroked her clit while she moved up and down and continued to suck on her nipples. Kelly was in complete control in this position and was moving up and down, back and forth, her moans getting louder and closer together. I hoped she was getting close to cumming because her pussy just felt too good on me. I kept up stimulating her clit and was rewarded for my efforts when I felt her pussy beginning to convulse and she let out a long cry.

When I was sure she was finished, I swung her around to my left so that I was on top of her on the couch, still buried deep in her. I pressed my lips against hers and slipped my tongue into her mouth as I started fucking her hard, knowing I was just moments away from cumming myself. Cumming had made Kelly's pussy even more slippery and the feeling on my cock was just incredible. I was pushing in as far as I could and pulling almost all the way out at a high rate of speed, feeling the orgasm within me continuing to build to monstrous proportions. Finally, with her arms and legs wrapped tightly around me, I pushed into her one more time and a feeling of ecstasy washed over me as I came deep into her pussy. I immediately felt lightheaded and collapsed on top of her as I finished cumming.

We lay there catching our breath and, as I still attempted to fully grasp the fact that I had just fucked Kelly on her couch, a thought suddenly occurred to me.

"Should we be worried about your roommate walking in on us?" I mumbled.

"No," Kelly replied, "it's too early for her to be back from her date."

That was good enough for me; I was content to lay there on top of her all night. Fortunately or unfortunately, Kelly glanced at the clock on the wall and exclaimed, "Shit!" startling me so badly I fell off the couch.

"What is it?" I asked, jumping up. I grabbed Kelly's outstretched hand and helped her to her feet. She headed toward the bathroom.

"I forgot that Kitty has to be up early tomorrow. She has some kind of all day seminar."

I followed her into the bathroom, but she didn't turn on the light this time. She went to the small window and pushed it open.

"Ah-ha," she said, "Come here and take a look at this."

I squeezed next to her at the small opening, our naked bodies rubbing together, and looked out on the parking lot below. I could see my own car parked down there.

"See that blue car right there?" she said, pointing. I indicated that I did. "If you look at that patch of light right near the steering wheel, you'll note Kitty's head bobbing up and down in Steve's lap." She was right. "If he's cumming in her mouth at this very instant, we've got between five and ten minutes before she's up here. Plenty of time to stash you in my bedroom."

I was so glad she hadn't said "Plenty of time to get you dressed and out the door." We gathered up our clothes, still scattered about the bathroom, and went down the hall to Kelly's room. She turned on a small lamp and we turned down her full sized bed, then she closed the door and grabbed her robe from a hook on the back of it. She put the robe on and told me she was going to clean up her mess, wait for Kitty to come in and talk to her for a bit then she'd be back. She cautioned me not to walk around once Kitty had come in since the floor was pretty squeaky.

I lay in her bed thinking about everything that had happened over the past few hours. I still couldn't quite believe it, but I was extremely happy. After a while, I heard Kelly bid Kitty good night then watched as she slipped in the door. She put the robe back on the hook and climbed into bed with me. She whispered to me that Kitty would be leaving early and returning late tomorrow, so we'd have the apartment to ourselves for almost the entire day. She set her alarm so she would be sure when Kitty was gone and turned off the lamp. We started kissing and were soon fondling each other. We waited until Kitty had been quiet for quite a while, then quietly made love in the dark. Shortly afterward, we both fell asleep.

Kelly and I both stirred when her alarm went off. A few minutes later, we heard Kitty stirring as well. When we heard the shower go on, Kelly swung her leg over me and straddled me, impaling herself on my already stiff cock. We made love again quickly, then Kelly got up and slipped into her robe again. I must have dozed off again because the next thing I knew Kelly was standing in the doorway with her robe wide open.

"Hey, Lover," she called, "you want some of this? Come and get it"

She let the robe drop to the floor and walked out of the room. I jumped out of bed and followed her, hearing the shower coming on again. She was already stepping under the stream when I entered the bathroom so I quickly joined her. In the steamy shower, we lathered each other up well, me focusing on her breasts and ass and she focusing on my cock. After a titillating 15 or 20 minutes, I was rock hard and her pussy was steamy and hot. We toweled off and I had her lean on the bathroom counter. From behind, I rubbed my cock between her legs feeling her damp pubes brushing over me then plunged into her. We both groaned and I grabbed her by the hips and started fucking.

Her hand crept back to play with her clit and mine reached around to play with her dangling tits. Her nipples were hard so I gently tugged on them and rubbed my palms over them. The hand that she had on her clit slipped back further and caressed my balls as my cock slid in and out of her hot pussy. This caused me to start sensing a building orgasm and I was pleased to hear her breathing picking up as well. I moved my hands back to her hips and concentrated on giving her the full length of my cock and felt her hand go back to stimulating her clit as well. Her moans were building along with the feeling of pleasure in my groin. Suddenly she cried out and seconds later I was pumping my load deep into her pussy.

We had a long day of lust ahead of us, so we headed naked into the kitchen and proceeded to eat breakfast off of each other's bodies. We ended up fucking on the kitchen floor in the midst of a big edible mess. We didn't make it out of the house until late that afternoon, shortly before Kitty was expected home, and by then we both were practically walking bowlegged. We never officially "dated" but from that weekend on, we spent a lot more time together and not even all of it in bed. I never told Kelly that I loved her, though I am certain that I did. I eventually went away to college and she moved on with her life, but I'll always remember the time we had together.