Lessons Learned

“Little boy, I would -rock- your world…” The words caught all of us off guard, but for me they were -devastating-. The prick ass friend of mine didn’t mention that she was standing behind me smoking her own cigarette.

This gorgeous, short haired older woman’s name was Gina,and we found ourselves taking an Adult Education Computer course together. She sat in the station beside mine, and leaned over to talk to me all the time. Really friendly lady, always smelled good, and always looked amazing. But when Duane asked that day, who we thought were the hottest chicks in the room, most folks chose Michelle… a lady in her late teens, early twenties like most of us.

Gina was perhaps late 30's to early 40’s, and always dressed in the latest fashions, which was a refreshing, and sexy change from the normal house wives and mothers that made up the older women I knew at the time. And being the type of mature that I was at the time, it’s no surprise that that’s who -i- thought ‘had it’.

I looked surprised at her, and then turned around and laughed aloud, sending a few choice words at Duane, who laughed uproariously at me.

“Now I’mma go stand in the corner and act like i’m not embarrassed…” I said as I punched my buddy and walked around the crowd of 4 or 5 that had gathered during the smoke break.

The rest of the class passed uneventfully save for the racing heart, and burning that my ears were doing sitting next to Gina. She acted as if nothing had happened, and continued our normal conversations as the instructor droned on about systems, or programs or whatever.

“Hey…” Gina said, as we inevitably watched the last 15 or so minutes wind down on our class. “You need a ride home tonight? I can drive you…”

I didn’t know where Gina lived, but I had difficulty believing that it would be anywhere near the urban sprawl of a neighborhood that I lived in. It was hard to imagine someone of her racial, let alone geo-economic status hailing from ‘Stoneybrook’. But I was a wee lad at the time so judging a book was done exclusively by its cover.

“Umm… Sure… “I said, with a smile. “That would be cool!”

Well… Gina didn't take me home. After class ended, we walked to her sensible VW bug, and as we crept through the midwestern, dusk she looked at me and smiled.

“I’m gonna swing by my house and let my puppy go potty.”

Just as I had suspected, Gina lived in a high class condominium only about 10 minutes drive from my house, and about a 30 minute drive from the school. In short order we pulled into her garage, and she asked me in.

As she climbed the stairs that attached to her apartment, she slipped out of the sheer white cover that she wore, and then at the top, turned and smiled down at me.

“So… “ she said, giving me that conspiratorial smile I had grown to know quite well. “Are you ready to have your world rocked?”

The second floor condo she lived in was lavishly decorated in white, tans and creams. She held my hand and led me through the door where her tiny little pomeranian greeted us.

“That’s pebbles… If you pet her she won't leave you alone…” she said, and gave me a knowing smile, not letting my hand go as she tossed the sheer cover over the back of a chair. “...and you got other petting to do, sir…”

Her bedroom door was on the other side of the open concept kitchen dining and living room area, and as she approached it she turned to me and pulled me close. No words, just a deep impassioned kiss that l escalated quickly to some door supported groping and moaning. I managed to slip the tank top over her head to expose a pair of breasts that were possibly the perkiest, most well formed ones I’ve seen outside of an expensive strip club in vegas. She put her hands at the back of my neck as if to guide me down to give them attention.

At my overly excited machinations she gasped, and leaned back as if to thrust her pelvis toward me. We stayed in this place for at least another 5 minutes, alternating between kissing and heavy petting. When she reached a hand down to unbuckle my baggy jeans, she looked intensely into my eyes, as if watching for some reaction, and showing me her own controlled intentions.

As her dainty hand slipped down to grab my restrained and struggling manhood, a surprised look washed into excited anticipation.

“Somebody’s packing today…” She said and gently tugged me into a more comfortable position. The whole member throbbed as the head popped up past the waistband. She smiled, as a thumb wiped the drop of precum that had accumulated there. “Let’s get in here so we can be more comfortable.”

We walked into a beautifully decorated bedroom, cast in blacks and greys. A main accent wall was dominated by a patterned mural of grays and blacks in thick alternating lines. The furniture was all stylish black, and there were framed monochromatic photographs of flowers, and trinkets on every wall. There was a papasan chair in one corner, black with a big gray cushion, and the steel framed canopy bed dominated the floor before the accent wall.

I noticed all this and the large screen television hours later as we lay in bed panting and catching our breath, but at that particular moment, there was just her, I and an unsated hunger that would not be ignored.

She walked over to the bedside nearest the door to the restroom, and turned to regard me. The look lasted only a moment. She stepped to me, and grabbed the thick gray flannel I wore over my t shirt, and slid it off my shoulders, letting it fall to the floor, as she then smiled and turned her attention to my zipper.

As she pulled it down, watching my rock hard member throb, and my breath quicken, she smiled up at me.

“You gonna be ok?” She said this as she wrapped a hand around my manhood causing it to throb and me to gasp in shallow exuberance. All I could do was nod, as I didn’t want to show any more nervousness than I had to.

She just laughed, and then leaned forward to kiss the shaft of my rock hard cock… Once… twice… Then she placed a hand on my hip, and coxed me to turne, and sit down on the bed. I thought, at that point, that I would be treated as the second person to ever take me in her mouth, but when I sat down, she spent a moment looking at my throbbing member, before she stood.

Now, hovering above me, she reached to the snaps at jeans that hug those fantastic hips, and opened them, sliding them down shapely legs. When she stood again she wore a pair of thong panties, white with black trim. She stepped out of the panties, and struck a pose, as if presenting her wonderful form for me to adore.

I grew a pair right at that moment, and leaned forward to touch the soft fabric covering her waiting sex. A finger slipped down over her womanly cleft, and she moaned softly, adjusting her stances to grant me easier access.

“Ahh…” she panted, throwing her head back, before looking down at me. Her voice held no sign of nervousness, just quiet want. “You got her pretty wet there… You better make sure you take good care of her…”

And with that she stepped forward, and straddled me, leaning down to kiss me, and trap my throbbing wanting sex between us. I moved forward to wrap my arms around her and met her moan laiden kisses with my own passion. This only lasted a few seconds, as I lifted and turned so that she fell back onto the bed and I was right above her.

“Ooh…” She moaned, as she caressed my cheek, and watched me. I had a plan when I turned her over, and I rose up, and fell to my knees. Her hand intercepted mine as she looked down at me. ‘Waaaaitt…”

I paused and looked at that smiling face.

“We have all night…” she said and lifted her feet to the bed. “You gotta appreciate a woman… take your time… show her that you appreciate every part of her…”

She then slid her hand down her exquisite form, with a slow purpose, and sighed deeply as she did, lifting her hips to make the covered sex dance seductively.

“She’ll be there when you’re ready…” she then curled a finger, drawing me up again. “There are so many other treasures to discover before we get there, though.”

I slid up again, this time kissing thigh, hip, tummy… and with each attention he breath caught, and sighed.

“Yeeessss….” She painted… “That’s a good boy… show a lady exactly where she’s beautiful… “

I kissed her belly button, and witnessed the startled jump her body did, then up her belly to the soft curve where her ribs split from her abdomen. I kissed once twice, three times across her midriff then, before taking a gentle nip at the rib bones that rose and fell there. She let out a long whallow lament, and as I cast a glance down, I saw that her hand began tracing slow circles around her wanting sex.

I looked up at her, and she smiled.

“I’m helping…” She said and then kissed the side of my forehead before pulling me fully above her with another passion laden kiss. This time our tongues chained in an erotic dance, and I rolled to the side, pulling her along as my other hand moved to her breasts. Slow, concentric circles around the areola, that made her coo quietly between kisses.

I then thought of the movies I had seen, the ones with the passionate sex scenes, and the way that the men kissed their women. I wanted that, and suddenly, I slipped down her cheek, past her ear, to the side of her neck.

“Oh yes… that’s a good boy…” She said, as her hand fell on mine, urging me to put more pressure on her heaving breasts. I rolled the taught nipple between thumb and forefinger, gently teasing and twisting, and she continued panting and writhing with me. “Do you like this? Do you like touching an older woman like this?”

“Yess… “I answered dutifully between kisses, and in a moment of sheer horror my hand spasmed, and the gentle rolling became a pinch. Her breath, and to my happy surprise, her hand moved away and she moaned loudly. She actually -liked- that.

I rose and looked into her eyes… She smiled at me and answered the obvious question in my eyes.

“I’m a big girl, you’re not gonna hurt me..” she grabbed my hand, and pulled it hard onto her breasts. “Make me feel it…”

With that I smiled, and rose. I grabbed her shoulder and turned her until she was lying on her chest, and then with swift fluid motion, I gave her a stirn smack on her soft ass.

She moaned, surprised, and then to my surprise, she arched her back, lifting her ass to meet the second swat.

“Yes… that’s a good boy…” She rose up to her elbows, and leaned over to kiss me, as my hand washed across her beautiful bottom, as if trying to rub the sting away. I kissed her cheek again, and then her shoulder, moving around, so that I was on my knees rubbing her ass, and down between her cheeks. My fingers found the material of her panties, above her sex abundantly moist, and she parted her legs, again to grant me better access.

When I finally snaked around and kissed the back of her neck, just at the pot where her spine met her shoulder blades, I heard the first sign that she wasn’t completely in control of her senses.

“Oh fuuuck…” She said and writhed beneath the kisses touches and the machinations. I pressed a finger harder into the moisture gathering in her panties, and her moan neared a roar as she managed to push back into my hand.

“Fuuuuck…” She said again, as my hand swiped into the soft fold between pelvis and thigh, and pulled the panties aside… my finger slid home, deep to the second knuckle. She went from moaning to painting, and her hips were unable to remain still.

“Oh fuck… oh fuck…” she was saying face turned away from me planted on the bed, her body responding to every machination… After a few moments, she whispered. “Slow down… nice and slow…”

I obeyed and it wasn’t three more strokes before her entire body stiffened, and began to vibrate. I wasn’t sure what to do, but I knew that my ex would have begged me not to stop, so I continued on, slow, deliberate strokes, as I kissed down her spine…

When I reached her pelvis, she rolled, out of my grasp, and panted there.

After a few moments of this she turned and looked at me still panting.

“Fuck, boy… good job!!!” Then she rose onto her elbow and smiled. “You are wearing far too many clothes…”

I smiled, and rose out of the bed. As I did, Gina turned to seat herself on the edge of the bed, and watched as I grasped the hem of my shirt, and lifted it over my head. When I could see again, she was there, right in front of me, and attacked me with another world shattering passionate kisses.

“I know you wanna fuck me…” she said as she broke the kiss. My heart sank immediately. She took on a coy look and smiled..”But you have a beautiful cock, and I need to taste it…”

With that she slipped a hand from around my neck and gingerly grasped my member.

“Is that ok with you?” she said without giving me an option to answer as she turned me around and pushed me back on the bed. As she moved forward to kneel before me, she grasped my cock firmly, and smiled at me from behind it.

I took a deep breath, and closed my eyes as she leaned forward. I felt her tongue pass up just beneath the head, and then her voice came to me, breaking the ecstatic dream I was on the brink of falling into.

“Hey…” I looked up at her hovering behind my member, a stern, seductive look on her face. “No closing your eyes… I want you to watch every moment of this… show me that you like what I do.”

I nodded in earnest, and rose up to my knees… that’s when it began. She began with a long, winding stroke along the shaft that made my breath catch, and then with a saintly grace.she pushed it back against my belly, and leaned forward, to run her flat tongue up be underside of my testicles. I moaned loudly and rolled my head around in ecstasy.

As she licked back down the seam of my scrotum I watched a sinesert suge of pleasure dance across her face. My cock danced in her gentle hands, and I worked desperately to catch my breath. She continued this for an impossibly long time, taking her own sweet time before looking intently in my eyes, and stroking quietly up and down the shaft.

Then in one swift movement she puled my member up straight, and buried it deep into her mouth. The soft, deep humm that she started rode up my shaft and I swear to Christ, I almost lost it right then. But under her expert machination, I felt my cock slide from her jaws, as a firm finger pressed the soft flesh where my urethra met the head.

“Shhh… “ she whispered… “I’m gonna enjoy this for quite some time… can’t let you lose it just yet…”

The she kissed the top of my left thigh, ever so gently, slowly tracing the attention toward my inner thigh. Her hand kept stroking my throbbing cock, and as she neared my scrotum again. Only this time, she pressed her face into the flesh of my inner thigh and caught a thick piece of the flesh there between her teeth.

Pleasure mingled with the promise of pain, and together set a ghost memory of a rapture I never knew could exist. I felt my entire body tense, and closed my eyes as my head rolled back of its own volition. The moment's respite never came as she rose again, and engulfed my cock, taking it first in slow long strokes, as her hand caressed the shaft, following its motions. Each time that I neared release she would remove her mouth, and press firmly at the little button below the head.

By the third or fourth time of this I was gripping the previously made bed, and moaning a lot louder than I had intended too, but she kept working her spell, drawing me further and further into blessid delirium.

Then I felt her kiss me there, on my hip, to belly, to chest, her body slithering a top mine, ever so slowly. When she was above me I grabbed her, and rolled her over onto the bed, both our legs hanging off.

“Oooh…” she cooed, and lifted her legs, so that her knees were around me. “You want this pussy?”

The words were spoken like a challenge, but the need had already taken me. I rose up again, sliding my hands over that beautiful older woman’s body, across breasts that I gripped, and nipples that I tweaked. She groaned to a near growl, but made no move to stop me. On my knees now, I grabbed the sides of her panties and urged them down shapely hips. She obligingly lifted her hips so that I might more easily accomplish my task.

To describe the garden of perfection that I found when I slid the soaked panties from her legs, is to immortalize the beauty of the perfect flower. It wasn’t something so common as a rose, but something exquisite and exotic. Her body was beautiful, but not untouched by years. Kissed by the soft hints of an autumn maturity, the small amounts of abundance lended an authority to her naked splendor. And around the soft folds of her glistening sex was a lavish plumpness that made the bulb from which this exquisiteness bloomed.

I needed to taste her. It was as inevitable to me as my next breath, even if it were to be my last.

I moved forward, and lifted her legs above, and looked down at that delicious flower. She was panting hotly watching, waiting. I simply lowered myself to my knees, waiting, praying that she wouldn’t stop me. To my wonderful surprise, she said nothing. I leaned in close and laid a gentle kiss on the soft, moist folds, tasting the sweet tangy juices, breathing in her soft, heady taste.

She lifted her hand, and brushed the soft tight curls of my hair, watching me as I softly ran my tongue across her prominent labia. Her breath caught, and as she relaxed she uttered a soft, wordless prase.

Slow and steady’ I thought as I went to work. First running a softened tongue across her clit, then along both lips. She moaned her pleasure and I glanced up as she watched with a look of concentration and anticipation. It was all the ‘go’ I needed. I slid the tongue across the lips again, before dancing along the swee ‘V’ her labia made, pushing up to the clit, but stopping just before I touched it. She writhed beneath me, and moaned as her hips rose pushing the needing sex toward my face. And I obliged…

I stayed in that position for what I presume was about ten minutes, and with each passing moment her breathing, and spasming became more sporadic.

“Oh fuuuckkk. “ she droned out soft and low, her hands caressing my skull, coaxing me to stay on target. Whenever I would speed up from pure excitement I would catch myself, and slow the pace. In short order her words became a constant drone of profanity, and praise, as her hips bucked and swayed to my attention. Then, suddenly I sucked her stiffening, begging clit, into my mouth, locking it in place with my lips as a i focused attention on the captured prize. Her voice became a quivering wildness that matched the shaking of her body, before suddenly her clit stiffened, and her body locked in place. Her hands gripped by head and I’m certain that somewhere in the chaotic sounds she muttered. “I’m cuuuummmmminggg….”

Her hands released, and as I began to rise, a deluge of swee juices sprayed across my chest and face, long and intense, and absolutely startling me. I leaned back away, and watched her spasm, and squirt again and again.

Not sure what to do, I reached up gingerly, to caress the still spasming pussy, still shocked by the work I had done, and the effect it had. I had heard that some women could do that, but until that very moment it was pure fable in my mind. She reached down and pushed my hand away, closing her legs, as she rolled over on her side. It looked like she was trying to hold herself together, as though her dripping, spraying, spasming sex might get away.

I sat back on my haunches, as the nature of the moment took its course.

In moments, she had rolled back over, letting her body collapse on the bed before me, legs splayed, her pleasured yoni spread and glistening.

“Oh my fuc… “ she rose on her elbows, and when her eyes saw the state of me she paused mid sentence. “... oh my god…”

She drew her legs up, and rise to a seated position, hands poised as if she was uncertain of what to do or say. She finally settled on...

“I’m so sorry…”

I blinked, and felt the smile crawl across my lips.

“That was… AMAZING!” I said, excitedly, which gave her another pause.

“Really?” she said, as if to confirm, and then leaned forward. “You like that?”

“FUCK YEAH!!! I’ve never -seen- that before!!!”

She laughed loudly and fell back on the bed.

“You are -so- cute!!” She said, growled, and rolled on to her side. “Do you… still…?”

I just looked at her gorgeous form there on the bed, not sure how to answer, though my throbbing cock knew all the right answers.

She smiled again, and crooked a finger to urge me to her.

“Well I need that big cock…” She rolled onto her back again, and spread her legs.” now!”

She did not have to ask me twice, I climbed to hover above her, and without prompting she reached down between us and grabbed my cock. I was on my knees when she placed the head at the entry point, and with that readied she slid her hand down my midsection. I then slid quietly into her snug pussy, feeling it grip and release with each diving inch.

I fell forward to hover again, on my hands, as her arms wrapped round my neck.

“Oh god, it’s almost too deep…” she panted looking down between us and then into my face.”It hurts a little…”

“I’ll go slow…” I began and she shook her head.

“No you don’t… I need you to fuck me… fuck me right.’

By the time the second part of the was out I had pulled out and then drove back in, deep and hard. Her voice pierced the air, a loud lamentation in appreciation of the cock that did its job. I pulled out and drove in again and again, focused on timing and rhythm. My now ex girlfriend had always instilled in me that -that- was the most important thing.

‘A girl likes to be fucked like the guy knows what he’s doing…”

I stroked that way perhaps a dozen strokes, and then rose up on my knees again, gripping her thighs and using them for leverage.

“Yes!!!” Gina moaned between strokes, and peppered in a healthy dose of profanity, and coaxing. When the effort began to wear on me I pulled out and glanced down. A thin film of glossy white had coated my cock, and I glanced up at her as she panted, and pulled herself down again fully on my cock.

Reinvigorated, and nearing orgasm, I slipped arms beneath her knees and left them high on to my shoulders. The position shift was accompanied by a deep thrust.

“Holy shit!” began her tirade of similar exclamations, and as I leaned forward, letting my weight grind my throbbing member into her, her eyes went wide with surprise, and then she began to tremble. She didn’t push me away, or beg me to stop, so I continued on, pushing my cock deep into this older, sexy woman whom I knew, but had never truly known.

“Oh god yes… yes YES YES…” She began screaming and ragdolling around my every thrust. As intense as the sensation was, the look of this pixie haired beautify stricken by my sex prooved far too much for me to maintain composure. My cock throbbed, and my entire body stiffened.

“I’m gonna cum…” I grunted, and to my suprise, her response only intensified my pleasure.

“Metoometoometoo!!! Give me all that cum, baby…’ She said, “cum with me!!!”

I drove my cock deep inside her, exploding with every ounce I thought I had in me. Our bodies locked together in that moment and release chased my own spasming orgasm into oblivion. I collapsed, rolling beside her to splay out on the bed.

Maybe 10 minutes later we were seated on her sofa, in front of the mantle mounted television. There was some late night television infomercial on the television, but we were wrapped in eachothers arms waiting for the Pizza that she refused to let me pay for. The conversation was probably pretty trite, me being a boy, barely a man trying to hold the interest of an older, sexy woman.

That wasn’t the only time we engaged in such wonderful carnal endeavors, and in fact that very night we had fucked on that very sofa, on the stairs down to her front door, and in the shower. I had cum several more times inside her, once down her throat and once on her face.

By the time 3am rolled around, we agreed to see each other that weekend, and I headed home to share the story with my roommate. Gina, the gorgeous older lady in my Adult Education course, had threatened to ‘Rock my world’, and I can say… without contradiction, that she certainly kept her word.