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It all started a couple days ago with Sue. Sue was a friend of mine a fifty year old woman who I had hung around with for some time. A larger woman with big slightly saggy tits and a pretty face. She still looked pretty good for her age. Her and her husband had been divorced for about 15 years and she hadn't been with a man since then.

Anyway she used to spend the night a lot and always would wear a nightgown. One night we were sitting around watching a boring movie on the couch and she nodded off. She turned on her side facing the couch and as she shifted in her sleep her nightie came up. I sat and stared at her round backside getting very turned on when suddenly she turned over I instantly looked away and then realized a moment later she was still asleep. Of course now I had a completely different view and one that was turning me on even more as the perfectly rounded lips of her Vagina came into view. It was covered in slightly graying black hair but not to thick and was underscored by her beautiful tight puckered anus.

After about five minutes of just staring I looked up and realized Sue wasn't sleeping anymore. Sue just pretended not to notice and closed her legs. I went back to watching the movie and neither one of us said anything about it but I could tell something was different.

She had made a habit of coming over weekly and the following week she didn't show up, she didn't even call. I had figured she was angry or something but the next week she showed up and was about two hours early. The day went by like usual we talked played a few video games and watched movies although she wasn't as talkative as usual. Around 8:00 she went into the bathroom and came out in a new nightgown It was quite a bit tighter and accentuated her large breasts and allowed me to see her ass wiggle as she walked out on the patio to smoke. When she came back in she sat down and we started a new movie. I noticed her nipples had become erect from the cold outside and started wondering if I was going to get another show. I laid down on the sectional with my head at her end and to my delight five minutes later she put her feet up on it.

I started thinking maybe I will get another show. Sue turned from watching the movie and looked down at me. She got a strange smile on her face and started to spread her legs looking at me the entire time. I looked down and saw that she had shaven around her pussy but left the entire bush. I got hard instantly and she asked if that was what I wanted to see I stammered out an affirmative answer and reached out to touch her pussy. It felt like smooth velvet and started to get wet immediately.

Her smell was incredible and I wanted to do more than feel so I shifted position and sunk my tongue into her waiting vagina she started to moan the second my tongue hit so I increased my speed and moved to her clit the second my tongue hit the bud she orgasmed.

By this time my dick was screaming to be let out and it didn't have to wait long. She told me to lay down and when I did she pulled of the gym shorts I had been wearing and just stared at my dick. After a minute she snapped out of it and she reached up with her right hand and started stroking it up and down. I almost came right then and there but held back knowing it could only get better and it did.

She turned around and put her nice plump ass in my face and then slid her pussy up to my lips. My god she had the best tasting prettiest pussy I had ever seen and I was getting to taste it again.

All of the sudden I felt warmth around my cock and felt her tongue sliding up and down the shaft. The burning sensation as she rubbed her lips across the head made me moan a little and it seemed to encourage because a few seconds later I was lodged all the way at the back of her throat. She then started moving her full beautiful lips up and down the shaft with the tip of my penis hitting the back of her throat every time she went down.

I kept licking her clit while she was sucking me off and for fun stuck a finger in her pussy which caused her to orgasm once more. I then started moving the finger in time with my lapping and pretty soon she was moaning and screaming in climax again

I started moaning and told her to stop because I was about to come but she pushed my cock even deeper which made me lose control and I sent burst after burst of my cum down her throat and yelped a little as she swallowed every last drop. And during the process sent Sue to her fourth orgasm.

I layed back from her pussy sat up and took a minute to relax. She sat down next to me and said she was sorry. I said "look Sue don't be I've thought about you and nothing but you since the week before last and I want you so bad I can hardly stand it. I thought you were pissed at me or something" She then said to me "I was afraid you'd think I was a gross old hag and that my wanting you would ruin our friendship" I told her that she was beautiful and I'd be crazy not to want her and with that I leaned in to kiss her.

Her lips were soft as heaven and tasted like it too. I plunged my tongue in her mouth and we kissed passionately. I then sat back and took off my shirt and watched as she took off her nightgown.

As her nightgown came up I was greeted by the sight of her large DD size breasts which were topped by a pair of light brown hard nipples that stood straight out. She took my hand and placed it on her left breast and asked me to make love to her.

I stood her up and led her to the bedroom and laid her down on the bed. I bent over and cupped her right breast in my hand and gently sucked the nipple she grabbed me by the back of my head and pushed my face in deeper. I brought my lips to hers and kissed her while I guided my dick into her. she moaned the instant I was in. I started pushing in and out and she started contracting her muscles. I bent down and took her nipple ton my mouth and started to nibble lightly which seemed to drive her mad she started bucking harder and was clutching me to her chest when she climaxed again.

I stopped briefly and rolled her onto her side and lifted her leg. I stuck my cock into her again and started slowly pushing into her. I could feel the heat from the friction between us and was in a total daze. She climaxed again and asked if she could be on top so I rolled onto my back.

As she straddled me she bent her head to take my nipple in my mouth and soon I was moaning with delight and I came into her as we both climaxed with her screaming and me shoving my cock in her with everything I had left.

She rolled off and as we were laying there relaxing she asked me "So can I come over twice next week?"