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Even though Paula was a friend of the family, we rarely saw each other. Only around the holidays we would get to talk. This was all about to change as the Fall grew closer. Her and her husband loved to camp during this time of the year. He got off early one Thursday and headed to the mountains to set up camp. Paula did not like to drive on long trips by herself, so she invited me to come along on this trip with them. Friday afternoon she and I packed the car and headed out to meet her husband. During the long drive we talked about a lot of things, laughing most of the time. I began to realize she was putting her hand on my leg an awful lot and I started to enjoy this. I guess this was when I noticed how sexy she could be.

Paula is a full figured woman with nice looking legs and some rather large breast. Every time she laughed real hard, she would put her hand on my leg and lean forward towards me. This gave me a good view down her shirt. Since she had on no bra, her tits were in plain view when she did lean over. I was really enjoying this, such much that my cock started to get hard and pressed against my shorts, causing a very noticeable bulge. Paula also noticed and seemed to enjoy her view also. I felt her hand brush up against it nearly every time she put her hand on my leg. This went on for a while as we drove into the night.

It was almost midnight when we both decided we were to tired to make it to the campground, since there was about three more hours of driving. We found a hotel but they only had a single bed room. I was very excited about getting into bed with her to see where things might go. I thought I might have a chance, I knew that her sex life with her husband had not existed for two or more years. I beleive he just lost interest due to his age. Paula was about ten years younger than him making her around 45, but I hoped that she still needed a good fuck every now and then. We got up to the room and changed our clothes and I got into bed. She was wearing a thin t-shirt that was mostly see threw, giving any one a good look at her big brown nipples. The shirt came down to her kness, but when she bent over to get things out of her bag I could see her cotton panties and some pubic hair poking out of the sides. I became very horny watching her plump ass, I just wanted to jump up and fuck her where she stood.

Paula finally climbed into bed beside me and turned off the light. The bed so small and our bodies were touching as we fell asleep. After a couple hours of sleep, I woke and realized I was right up against her back with my cock nestled between her ass cheeks. Then it hit me, Paula had taken off her panties sometime during the night and also released my cock from my boxers. I tried not to move, but the thought of her bare ass up against me caused my cock to come to a full erection. Not moving an inch , I laid there to see what she would do. Within seconds Paula pushed back into me and slightly lifted her leg letting my hard cock slide further between her ass cheeks and rest at the entrance of her warm cunt. Paula turned her head to face me and pushed back one more time. She moaned softly as my cock head rubbed along her clit. I then returned the favor by grinding into her ass and rubbing her clit once more with the head of my cock. Paula moaned again and I felt her pussy become wetter than before.

"Chris that fells so good, dont stop".

"Are you sure you want to do this Paula"?

"No, but I'm too horny now to stop. It's been so long since I have had a man between my legs, I'm not going to wait any longer".

I leaned forward and kissed her on her lips while I grabbed her hips and pulled her into me. Paula opened her mouth and darted her tounge into my mouth. We kissed for several minutes before she rolled over to face me, never breaking our kiss. She tossed her leg over me and raised her self on top of me. Now straddling me, Paula took off her shirt releasing her huge tits. I reached up and rubbed them and pinched her nipples making her moan. While I played with her tits, Paula closed her eyes and began grinding her pussy against my rock hard cock.

"Chris, before we go any further you have to promise me that you will not tell anyone about this".

"I promise. This will be our little secret".

With that Paula sat up and pulled my boxers all the way off and threw them onto the floor. Wrapping her hand around my stiff cock, she started to stroke me very slowly and kiss the head of my cock as she looked into my eyes.

"Do me a favor and please don't cum in my mouth".

"Ok, besides I want us to cum together".

Paula giggled and then lowered her mouth onto my cock until it touched the back of her throat. She pulled her head up slowly until her lips were wrapped around the tip. I was in heaven as she grabbed my cock and sucked me back into her mouth. Paula bobbed her head up and down on my shaft and jacked me faster and faster. I laid there for several minutes enjoying this mature woman sucking the hell out of my dick. As I watched my cock slide in and out of her mouth I felt myself about to cum so I lifted her head.

"Now it's your turn, if you want me to".

"Yes I do, but I must warn you, I'm going to cum pretty quick".

"I hope you do".

I leaned up and we locked lips as she laid down on her back and spread her legs. Never breaking our kiss I moved between her legs and pressed my cock firmly against her hairy pussy. I kissed my way down her body stopping at her breast, sucking her hard nipples into my mouth. Continuing down between her legs my tounge found her clit. I licked and sucked on her clit until she began raising her hips up and down humping my face. Paula came quickly like she said she would, but I continued to lick her pussy until she came a second time. Just one more orgasm, then I would fuck her. I slide my tounge deep into her wet pussy so that I could really taste her juices as she came for a third time. Her juices rolled down my tounge and onto my chin as I buried my face in her hairy cunt.

After I wiped off my face with the sheets, I leaned over her body and kissed her letting her taste what I had tasted. She grabbed the back of my head and shoved her tounge deep into my mouth . With her other hand she guided my cock to her pussy. Slowly I pushed passed her swollen lips until I was completly inside her. Paula lifted her legs high into the air and grabbed my ass as I pumped my manhood in and out of her wet pussy.

"Oh god, you feel so good Chris".

"You like that. Do you want me to fuck you real hard"?

"Mmmmm, yes. Fuck me as hard as you can. Make me come again".

I pounded my cock in and out of her as hard as I could as she moaned and screamed for more. In no time at all we were both sweating as our bodies slapped together. After about an hour of some hardcore fucking I finally came inside her. Filling her up with my cum. We laid there exhausted from our session and fell fast asleep. We vowed to continue our affair when we arrived back home, and we did. Every time we had the chance we had sex. She is still with her husband, but she is my sex buddy. There is nothing like fucking an older woman.

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