Dinner With A Friend

My neighbor and friend, Diane and I have actually known each other since high school. We had not been in touch with one another for over 30 years. I moved a little over two years ago and as it turned out, my old friend and classmate was now my neighbor.

Since I moved in, we’ve gotten together as friends, visited, had dinners together and other things, but not that often. In the last month or so, she was going through some tough times due to an issue with someone that she thought was a good girlfriend of hers.

Because of this, we talked and got together much more frequently. In addition, she took a week off from work and had a staycation. She was going to redo her floor in her living room while she was off from work.

She consoled me about the floor and I had made a completely different suggestion for the floor which she really liked. We ended up spending quite a bit more time together planning and going out to look at the different floors at the local home improvement store.

The other day, she said that she wanted me to have dinner with her on Friday night and that she would make it, and supply the beer and wine as a “Thank You” for my help and for being such a good understanding friend recently.

I guess I should tell you a little bit more about us. We are both divorced and only a couple of years apart in age. Diane has been divorced for over twenty years and her kids have long grown up and moved out, so she’s been alone in her house for almost 5 years now.

She’s a brunette, about 5’ 5”. She’s a little overweight and very conscious of that. Because of that, she hasn’t dated ever since her divorce. That doesn’t really bother me much and although I have never thought of her as anything but a friend, I would be lying to you if I didn’t say how much I have wanted to see her big, huge breasts. If I was guessing, I would say that they had to be at least a 40 DDD!

I have been divorced for about 3 years now and haven’t dated since my divorce. I’m 5’ 7” with a slender body, but don’t consider myself to be great looking. I have been told from several women that I have a nice ass though and other compliments as well.

Friday night arrived and I went over to Diane’s house. We hugged at the door as we normally do. I have noticed that recently that her hugs have been much more frequent, much tighter and much longer in the last few weeks or so.

Diane has always been a very conservative dresser. Tonight she was wearing shorts and a short sleeve button down shirt. Unusually, she had the top three buttons down and showing off quite a bit of cleavage. This was a little out of character for her, but I certainly didn’t mind. Most times she is usually wearing a T-shirt or a shirt buttoned all the way to the top or just one button undone.

Although no matter what kind of top she wore, I couldn’t help but to look at her breasts which stretched any top. I always liked the T-shirts best though, because she rarely wore a bra in them. Her nipples would always poke through the material and stretch around her curves.

We walked to the kitchen and she had already started making a pizza. She had a glass of wine half empty and offered me a beer which I accepted. I helped finish making the pizza and we threw it in the oven.

We moved to the living room and sat down on the couch. I kicked off the sandals that I was wearing. I was wearing shorts and a T-shirt myself. I don’t wear underwear except when it’s cold. I bent over and moved my sandals over beside the end of the couch.

When I sat back up and looked over at Diane on the other side of the couch, she had propped herself against the corner with one leg under her. The angle caused her shirt to give me an even better view of her breasts and I could even see the top of her pink lace bra.

I couldn’t help it as my cock twitched in my shorts from the sight. We started talking about nothing in particular. Although I tried not too, my eyes kept getting drawn to her breasts and my cock continued to react.

I never got completely hard, but I’m sure it had to be noticeable as I wasn’t wearing any underwear. She never said anything, but I thought I noticed her catching little glances here and there. The timer went off for the Pizza and we went back into the kitchen.

As she was cutting the pizza up, she suggested that we eat outside to which I agreed. I grabbed another beer and filled her wine glass back up. I carried our drinks and napkins while Diane carried the pizza out.

We ate dinner talked about all sorts of things and simply were having a great time. I got another beer and refilled her wine glass again, except that the bottle ran out and only filled it halfway. I brought it out and told her that I emptied the bottle apologizing for not filling her glass.

Jokingly, I said, “So you’ve been hitting the sauce pretty heavy tonight, huh? A whole bottle?”

“Oh no, no, no! I opened that yesterday! I swear!”

“Oh sure you did.”, I laughed and winked at her.

“OK well, I’ll admit I only had one glass out of it yesterday.”, she responded and giggled then continued, “Well, remember I’m on vacation so I’m allowed!” and she laughed some more.

“Well, OK. I’ll give you that.”, I responded laughing some more.

We finished up our dinner and about ten minutes after that we had both finished up our drinks. We picked everything up and went back inside. I helped her clean up the kitchen and then she asked me if I wanted to go back outside or relax in the living room.

I chose the living room. “I was going to have another beer, but I don’t want to drink alone and since you emptied your wine bottle, I guess I’ll refrain.”, I said.

“Oh no, Tom. You should have another one. Besides, I have more wine.”

“Are you trying to get me drunk and take advantage of me?”, I said jokingly.

“Ummm, well… Do I really need to get you drunk? You’re a guy. I don’t think I’ve ever met a guy that needed to get drunk for that.”, she said and laughed loudly.

“Well… Ummmm…. I’m not like most guys, you know!”, I said defending myself.

“No. You certainly aren’t, Tom. Your the nicest guy I’ve ever met. Seriously Tom, That’s why I had you over. I really appreciate all that you’ve done for me and being such a good friend!”, she replied and then moved in and gave me a great big full frontal hug.

I couldn’t help it as my cock reacted to her hug. Her big breasts pushing up against my chest. This also caused her shirt to open even wider and I could see right down to her nipples in her bra. I almost got completely hard as she continued to hug me tightly.

She pulled away from our hug and I saw her look down at my crotch for sure this time. I was a little embarrassed, but neither one of us said anything.

“Well, I better get the bottle of wine out!”, she said, turned, went to the cupboard and grabbed it. I got another beer out and opened it and took a sip. She opened her wine and poured a glass. We went back in the living room and sat down on the couch again, but this time she sat in the middle of the couch beside me.

I was still semi hard from our hug and kept a hand on my crotch attempting to hide it. I noticed that she was stealing glances at it though. I continued to stay semi-hard as I kept glancing at her breasts and was a little turned on in the fact that she kept looking at my crotch. We talked for a while and then she suggested that we watch a movie.

I agreed and she picked one out. I don’t remember the name of it. I’m horrible with names of movies and actors. It was a chick flic though. We started watching the previews on the DVD and then she asked if I wanted popcorn.

She left to make some popcorn. When she came back, she was carrying a large bowl filled with the popcorn. She was smiling at me and sat down even closer to me this time. “Let’s skip the rest of the Previews, Tom.”, she said.

“Sure.”, and grabbed the remote and went to the main menu and started the feature movie. As we watched for a about ten minutes, she had finished her glass of wine and said, “I think I need another refill. How about you?” and got up immediately.

I still had my hand on my crotch and she looked down and started to bend over right in front of me. I had a full view down her shirt as she was bent over directly in front of me. She was putting the popcorn down on my lap and said, “Tom, you’re going to need to move your hand!”

As embarrassing as it was, I didn’t have a choice and moved my hand. As she placed the bowl in my lap, I couldn’t help it as my cock had become completely hard and flexed from the sight of her full breasts. The bowl of popcorn started to fall over onto it’s side.

“Oh my, Tom. I guess you’re going to need to keep a hand on that!”, she said and giggled as I grabbed the side of the bowl of popcorn.

“The popcorn? Yeah.”

“Ummm, yeah…. The popcorn. That’s what I was talking about!”, she replied and laughed out loud.

“Should I pause the movie?”, I asked.

“No, that’s OK. I’ve seen it a million times already.” and she left for the kitchen. She came back a minute later and set her wine glass down on the coffee table. She opened my beer and again bent right down in front of me although didn’t need to, just to hand me the beer.

As she was handing me the beer, she pulled it back a little bit and said, “Oh Tom, maybe I better put a hand on it for you!” and placed her hand on the bowl of popcorn and then handed me my beer while laughing.

I just grinned at her embarrassed. While keeping her hand on the popcorn and still bent over, she moved around and sat down beside me again. I couldn’t help it as my cock flexed itself again moving the bowl in her hand as she was sitting down.

She was giggling and said, “Hmmmm… Maybe the popcorn would be much safer on the coffee table!” and she picked it up and set it down on the table.

She looked back over at me and then down at my shorts which were tented straight up. “Oh my God, Tom. Wow.”

I was completely embarrassed at this point. “I’m sorry, Diane. I’m sorry… I don’t know why it….”

“Oh Tom, don’t worry about it. It’s only natural, right?”

As I was looking at her, I noticed that her nipples were also hard and poking through her bra and shirt. I couldn’t help it as my cock flexed itself in my shorts.

I saw her kind of shiver as she watched and then she said, “Oh my, Tom! Wow. Ummm….” and then stopped grabbed her glass of wine and took a big drink from it and set it down again. She moved right up to me and put her hand down on my thigh, right beside my hard cock and continued, “Ummm… I know we’re both divorced and have been for a while. What do you do for it?”

I laughed at her question and answered, “Ummm… Well, I’m sure you know what I do for it… Let’s just say…. Even my left hand isn’t a stranger to me anymore.” and laughed some more as my cock flexed more in my shorts.

“Oh my God, Tom… big visual... I wouldn’t mind seeing that!”, she said, laughed and then said, “Oh my God, I can’t believe I just said that!!!! I’m sorry, Tom. Oh my God!”

My cock was aching at this point and flexed some more. I couldn’t help it at this point and moved my hand down and grabbed it with my hand trying to get it in a more comfortable position.

“OH GOD, TOM!”, she said loudly as she moved her hand up and down my thigh. “Do you need to… you know… um take care of that?”

“No, Diane. It’s OK. I’m sorry!”

“Oh Tom, don’t be sorry! Seriously, there’s nothing to be sorry about.” as she continued to rub my thigh.

Suddenly my cock flexed again and released some pre-cum and it started to soak through the material.

“Oh God, Tom. That is sooo hot! Oh my God. It’s been so long for me since… since…. Well, you know. I mean I can’t even remember the last time I saw one! I know that’s gotta hurt. You know… we’re friends and all and well… I hate to see you…. Ummm…. Suffering like that… Well and to be honest, I really would like to… ummmm…. Give you a hand with that… May I?”, she said as she moved her hand from my thigh over my hard cock.

I let out a little moan as her hand slid over the top of my cock in my shorts. “Oh my God. It’s been so long. It feels so nice!”, she said as she grasped the shaft as best as she could over my shorts.

She felt my cock flex in her hand as I again released some more pre-cum. “Oh God, Tom. Oh God. I’ve got to see it!” she said and immediately grabbed my zipper and brought her other hand over. She pulled my zipper down and then unbuttoned the top of my shorts.

She reached her hand in and wrapped it around my cock head and squeezed it. With her other hand she started trying to pull my shorts down. I brought my hand up and raised my hips and we pulled my shorts down to my knees.

Her eyes went wide as she viewed my cock in her hand. “Oh God, Tom. It’s beautiful!!!!”, she said as she started to stroke it. I was already so worked up, more pre-cum leaked out of my cock. “OH GOD! THAT IS SOOOOO HOT, TOM!!!!”, she now yelled out and licked her lips. She held my cock straight up and used two fingers to scoop up some of my cum with her other hand.

She brought it up to her mouth and sucked her two fingers clean. My cock flexed and bobbed as I watched her. I couldn’t resist anymore and said, “God, Diane. I’ve wanted this for so long… I really, really want to see those huge, beautiful breasts of yours!” as I pulled my shorts completely off of me and kicked them off of my feet.

I reached out with both of my hands and started to unbutton her shirt. She squeezed her hand around my cock and stroked it as I continued to unbutton her shirt. I finished unbuttoning it, but couldn’t remove it with her hand wrapped around my cock.

I stood up causing her to have to let go of me. I stood right in front of her and reached out for her shirt and my cock stuck straight out right n front of her face. She immediately opened her mouth and sucked my cock head in.

“Mmmmmm.”, she moaned out as I pulled her shirt off of her arms. I threw it off to the arm of the couch. I reached around behind her with both of my arms which forced more of my cock into her mouth.

“OH Diane!”, I moaned out as she then grabbed my ass with her hands and pulled me fully inside and down her throat.

“OOOOHHHH GOD!!!!!”, I yelled out and my cock flexed inside of her mouth and throat. I quickly unclasped her bra and pulled the strap forward to her elbows. She let go of my ass and started bobbing her head forward and backward on my cock.

I pulled her bra off completely as she continued to deep throat me. I brought both of my hands underneath her big breasts and brought them up to hold them. I brushed my thumbs over her large hard nipples.

“MMMMM.”, she moaned out on my cock. Then she brought a hand up and grasped the shaft at the base and pulled me out of her mouth and started stroking me. “OH GOD, TOM! OOOOHHHHH SOOOOO FUCKING GOOOOOD!!!!!”, she yelled out.

Suddenly, I couldn’t help it and I exploded, shooting out a stream of cum right on her nose, cheek and lips. She engulfed my cock again and continued to stroke it as I continued to unload spurt after spurt in her mouth. She swallowed it all up without losing any of it.

I still had a hold of her breasts in my hands as I started to go soft and she pulled me out of her mouth. She kept a grip on me and then used my cock to wipe off the cum from her cheek. She then sucked the cum off of my cock and repeated until she had gotten almost all of the cum off of her face.

She let go of my semi-hard cock and looked right up into my eyes and said, “Thank you Tom! That was so hot and it’s been so long for me. Thank you!”

“Are you kidding me? I should be thanking YOU! Wow! Seriously, Diane. THANK YOU!!!! That was really, really good!”, I said as I dropped to my knees in front of her. I reached out again and grabbed her breasts. I leaned in and started to lick one of her nipples.

“OOOHHHH, TOM!”, she moaned out. I sucked her nipple into my lips and continued to flick my tongue over it quickly. I then moved to the other nipple and repeated my manipulations. I felt her arm moving rapidly. I pulled away and saw her rubbing her pussy quickly over the top of her shorts.

I looked at her and laughed and said, “It’s time for me to return the favor and lend you a hand!” as I reached forward and unzipped, unbuttoned and removed her shorts and underwear in no time. I spread her legs with her knees and moved in between them.

I reached out with a hand and palmed her whole pussy and moved it up and down as she moaned out. Then I used an almost pinching motion to rub her clit with my thumb and run my fingers up and down her wet slit. I went faster and faster as she moaned louder and louder and called out my name.

I looked up at her face. Her head was tilted back, eyes closed and mouth open. I slid two fingers inside of her pussy as she yelled out, “OOOHHHH TOOOOMMMMMM!!!!!” I continued thrusting my fingers in and out of her rapidly as I massaged her clit with my thumb.

I moved my face in towards her as I curled my fingers up and slowly pulled them back looking for her g-spot. I found it as she bucked her hips up and screamed out, “YESSSSS!!!!” I moved my fingertips back and forth on her g-spot as I stuck my tongue out and flicked her clit with it.

“Oh GOD. OHHHH TOMMMM!!!!”, she yelled out as I felt her hands on the back of my head holding it steady on her clit. Then I sucked her clit into my mouth and bit down on it gently flicking my tongue over it as she screamed out again, “OOOOOOOOHHHHHHH YEEEEEEEEESSSSSSSS!” and her pussy grasped my finger tightly and she exploded in orgasm.

Her legs held my head at each side as her hands also held me tightly against her. Her body convulsed and her hips bucked up and down. I felt my cock get hard as a steel rod from her excitement.

After about a minute, she finally lay limp and loosened her grip on me. I removed my fingers from inside of her as I heard her whimper. I ran my tongue up and down her wet slit, lapping up her juices as she continued to moan out again.

I straightened myself up on my knees and then licked my fingers and hand clean of her juices as she looked at me smiling. “Oh my God, Tom! No one has ever done that to me before. My ex thought it was disgusting even though he demanded blow jobs from me. Oh my God, that was soooo good!”

“So, I take it you liked it?”

“Oh my God, Tom. I LOVED IT!!!! Thank you, THANK YOU!!!!”, she said as she leaned forward and kissed me gently on the lips.

I felt my cock bobbing and flexing itself as she continued to kiss me and then force her tongue into my mouth. She slid herself to the edge of the couch as she wrapped a hand around the back of my head and another around my back.

I felt my cock teasing her pussy as she continued pulling me in closer to her. “Mmmmmm.”, she moaned into my mouth as she slid her hand down to my ass cheek and squeezed it. My cock head was right at her entrance as she pulled me closer by ass.

My cock head slid just inside of her. “OOOOHHHHH!!!!!!”, she moaned out as she pulled away from the kiss quickly. I felt her wrap her legs around my body and pulled me towards her forcing my cock fully inside of her as she screamed out my name.

“OH, Diane. You feel so good!”, I said as I slowly thrust myself in and out of her. She only moaned out loudly in response. I reached out and grabbed both of her breasts with my hands and massaged them as she lay back against the back of the couch.

I increased my pace as I leaned in and took one of her hard nipples in my mouth, teasing it with my tongue and teeth.

“OH FUCK. OH FUCK! FUCK ME TOM!!!!!! FUCK ME!!!!!!!!”, she screamed out loudly. I bit down on her nipple and started thrusting even faster in and out of her.

Within a minute, she screamed out again, “OOOOHHHHH MMYYYYYYY GODDDDDD!!!!! I’M CUMMMMMMIIIIIINNNNNGGGGG, AGAINNNNNNNNNNN!!!!!!!!!!” as I felt her grab my cock inside of her and her juices flowed around my shaft and down over my balls.

Her legs held me deep inside of her as she rode out her orgasm. I couldn’t move, but I flexed my hard cock inside of her. “OH GOD, TOM!”, she screamed out as she had little mini convulsions each time I flexed my cock.

She finally went limp and dropped her legs down to the floor and laid back against the back of the couch. I wasn’t ready to cum yet as I had already cum just a little while before, but I was horny as hell and wanted to.

I pulled myself out and sat down on the couch beside her. I grabbed my cock and started stroking it quickly with my eyes closed. The movement caused Diane to open her eyes and sit up. “Oh Tom, that is sooooo hot!”, she said.

I opened my eyes to see her licking her lips watching me stroke myself. She slid off of the couch and kneeled between my legs. She reached out and started to massage my balls. “Oh God. Stroke that cock, Tom! Stroke that cock!”, she said as she continued rubbing my balls in her hand.

As she was mesmerized watching me jack off, I was mesmerized watching her huge tits bouncing and swaying every which way. I slowly slid myself forward as I continued stroking myself. She let go of my balls as I got to the edge.

“Oh, I know what you want!”, she said with a devilish grin. She leaned forward opening her mouth.

“No Diane. Something else.”, I replied as I pushed her head back gently. She looked at me quizzically as I then moved my hand down to one of her breasts. I cupped it from underneath as I held my cock steady. I moved my cock rubbing my tip against her hard nipple. We both moaned out.

Then I let go of her breast and brought my hand around her shoulder. I pulled her in closer as I angled my cock up and I placed it between her big breasts. I let go of my cock and moved my hips up and down. The underside of my hard cock rubbing against the cleavage of her skin.

She brought her hands up and squeezed her breasts together, enveloping my hard cock between them. It was a little awkward as I tried to fuck her tits raising and lowering my hips. After a few thrusts, I stopped.

She took over and raised and lowered herself to appease me. “Why don’t we go up to your bedroom, Diane. This would be much easier laying down.”, I said.

“I thought you’d never ask!”, she replied and let go of her breasts and pulled herself away. She stood up quickly and I stood up as well. She stared right at my cock pointing straight out between us. She reached out and grabbed it. She gave it a firm squeeze and said, “Oh my God, Tom. I can’t believe I could have had this all this time. Mmmmmm….” as she slowly stroked it a few times. She then held it firmly as she turned and pulled me by my cock saying, “Let’s go, Tom!” We got to the stairs and she let go of my cock as she started to ascend the stairs.

I followed right behind her, my cock bobbing up and down with each step. She got to the landing at the top of the steps and turned to walk towards her bedroom.

She looked at me going up the last few steps. “Oh that is so sexy, Tom. Your big cock bouncing up and down like that!”, she said smiling from ear to ear.

We got to her bedroom and went inside. She turned and looked at me. She moved in and gave me a big hug. My hard cock was jammed up between us as she squeezed me hard. She moved her hands down to my ass and rubbed my cheeks.

She squeezed my ass cheeks one at a time as she was kissing me. Then she moved her hands up and grabbed the only article of clothing that I was still wearing, my T-shirt. She started pulling it up as she pulled away from me. She got my shirt off and threw it towards a chair in the corner of the room, although it didn’t make it.

She then ran her finger over my shoulders, teasingly back and forth. She continued on, running her finger over my chest and both of my nipples. She continued on down to my stomach and abs. She finally reached my cock again and wrapped her hand around the base.

“Tom, I have a confession to make. I fantasied about this for quite a while. You have such a youthful figure. Other then some heavy petting back in high school, my ex is the only guy and cock that I’ve ever seen, let alone fucked.”, she said as she then slowly pulled her hand up my shaft.

“Oh my, Tom. Your cock is much bigger than my ex’s and I had no idea. Even though you’ve made me cum, oh so many times… My God, your cock is so much better in real life. Holy shit. I mean… Who knew?”, she continued on as she had moved her hand back down to my base. She held it firmly and pulled me towards the bed.

As the back of her legs hit the edge of the bed, she let go of my cock and fell backwards onto her back. She moved herself up until her head was on a pillow while staring right at me. She spread her legs out wide as I got up onto the bed on my knees.

“Fuck me, Tom. Fuck me again!”, she said as I grabbed my shaft in my hand.

“Oh, I will, Diane. Believe me. I will, but first….”, I started to say as I pulled her left leg back over to the middle of the bed. I let go of my cock and then moved her right leg over as well. I straddled her on my knees as I moved up her body, holding my hard cock in my hand again.

“I believe we were in the middle of something, weren’t we?”, I said laughing as I continued moving myself slowly up her body. I stopped when I got to her chest. She knew what I was talking about as she brought both of her hands up on each side of her breasts smiling at me.

I placed my hard cock down between her breasts and let go as she immediately squeezed her big breasts together causing it to disappear. I thrust my hips forward and my cock head poked out the top exposing itself.

She giggled with delight as I then pulled back. I thrust forward again and withdrew. “Oh my God, Tom. I’ve never done this before, but I’ve heard of it. That’s so hot!!!”, she said as I then thrust faster between her mounds of pleasure.

I increased my speed as she stuck out her tongue trying to lick my cock head as it was exposed to her. She was giggling away as she was only able to catch it every once in a while. I then reached out with both of my hands and twisted her hard nipples between my thumbs and fingers as I continued my rhythm.

She moaned out in pleasure as I continued fucking her tits and teasing her nipples. “Oh Diane! This is what I’ve fantasized about. Oh God!”, I said loudly. I thrust forward again and released some precum this time.

“Oh GOD. BABY! FUCK ME!!! I CAN’T STAND IT ANYMORE!!!! FUCK ME!!!!”, she screamed out and let go of her breasts. She immediately grabbed my cock and started pushing me backwards. I took the hint and moved myself down her body.

I lifted my leg and she moved hers, spreading herself open to me. I lifted my other leg, grabbing my hard cock now as she moved her other leg. I moved up towards her pointing my cock at her love tunnel.

As I placed my cock head at her entrance, she reached down and grabbed her legs and pulled them further apart and up towards her own body. Her pussy was gaping wide open and wet. I pushed myself forward and my cock head entered her as her lips sucked my cock head inside of her.

“OH YES, TOM!”, she moaned out.

I let go of myself and grabbed her legs too and thrust forward as hard as I could, forcing my aching, throbbing cock deep inside of her. My balls slapped up against her ass as we both screamed out in pleasure.

She let go of her legs and placed her hands down on the bed giving her more leverage as she thrust her hips up forcing me even deeper inside of her. We both moaned out again. I started to thrust in and out of her. She matched my rhythm thrusting her hips up each time I pushed myself toward her.

We were both in ecstasy, like a smooth running engine being revved faster and faster as we both screamed out incoherently. After a couple minutes of this, I felt my balls tighten, My shaft grew even harder and throbbed as my cock head swelled even more.

“OH GOD, DIANE!!! I’M GONNA CUM!!!!!!”, I screamed out at the top of my lungs.

“DO IT, TOM! CUM WITH ME!!!! YESSSSS!!!!!!!”, She screamed out in response.

I thrust with vigor again forcing myself as far inside of her as I could and held myself there as I heard her scream out yet again. It was almost surreal in slow motion as I felt my sperm leaving my balls and moving up my throbbing shaft, getting to my cock head and then shooting out with force inside of her.

“OH MY GOD, DIANE!!!!!!”, I yelled as my seed exploded inside of her.

“YESSSSSSSSSS!!!!!!!”, she screamed out as I felt the muscles of her pussy clench the entirety of my manhood as her hips bucked upwards and her juices shot out of her pussy onto my balls.

“OH MY GOD!!!!”, I continued to scream as I let out another stream of my cum and another and another. I let go of her legs and fell forward onto her. As my my cock still continued to spurt out smaller and smaller bursts inside of her.

I felt her arms around my back, holding me tightly. My eyes closed and my cheek against her breast. I could feel her heart pounding beneath me, her breathing rapid and sporadic as was mine.

I was completely exhausted as I lay against her with my eyes still closed and my cock still in her wet warmth. I felt her squeeze me tighter against her and she said, “Oh Tom, that was great! Mmmmm. Will you stay the night with me? Please.” as she moved her hand down my back to my ass and massaged a cheek.

I started to pull myself out, but she pushed me back in and said, “No Tom. You feel so good even soft inside of me.” and squeezed my ass in her hand. “Just stay right there.”

I must have fallen asleep, because the next thing I knew is I woke up. I opened my eyes and didn’t recognize where I was. As always my cock was as hard as a rock. I squeezed my hard cock in my hand as memories from last night came into my head.

I realized that I was in Diane’s bed as images from the night before danced in my head. I slowly stroked myself and rolled onto my back. Suddenly I realized that Diane was not in the bed with me and I had to go to the bathroom.

I reluctantly let go of myself and rolled over to the side of the bed. I sat up, stretched and yawned as my cock flexed itself sticking straight up in the air. I looked around and saw my T-shirt on the floor near the corner and remembered that the rest of my clothes were downstairs.

I got up and went to the bathroom. I could here the water running, but the bathroom door was closed. I really had to pee badly at this point, so I knocked on the door. There was no answer, so I knocked harder.

“Hello? Yes? Hello?”

“Good morning, Diane. I really, really need to pee! May I come in?”

I heard her laughing and she replied, “Of course you can, sweetie!”

I opened the door and walked in. She pulled the shower curtain back slightly and poked her head out smiling at me. “Good morning, Tom. Did you sleep well?”, she said smiling broadly. She then looked down at my cock pointing straight out. “Oh my! Someone’s UP! Mmmm, Mmmmm!!!”, she said and then let go of the curtain and stuck her hand out. “Mmmmm. Do you need a hand with that???”, giggling as she grabbed my cock and immediately started stroking it.

“Oh God! I really have to pee!”, I said and then moaned. Before I knew it, I suddenly started to pee as she was stroking me.

“Oh my God, Tom! OH MY GOD!!!!”, she screamed out and immediately let go of me as I continued to pee right on her legs. She stepped back away from the shower as I continued with a steady stream of pee into the water. Then slowed and I flexed my cock a few times letting out a couple more small little streams as I stepped closer to the shower not wanting to wet the floor.

“Diane! I’m so sorry! I didn’t mean to do that. I told you I really had to pee and when you started stroking me, well… I’m sorry! I just couldn’t hold it anymore!”

She started laughing hysterically. “Oh my God, Tom. I’ve never seen that before. That was… that was… Wow… That was really, weird, but yet… Oh my, it was really kind of sexy too!”, she said as she again moved under the water and reached out again and wrapped her hand around my hard cock.

“Well, since you’re already naked and you’ve taken care of business, why don’t you come in the shower with me. Let’s see if we can’t get that cock to spurt something else out.”, she said as she started to stroke me even faster causing me to moan out and close my eyes.

She suddenly quit stroking me and pulled my cock firmly towards the shower and said, “Come on Tom, get your ass in here!”

She kept hold of my cock as I lifted a leg up into the shower. She stepped back still holding me as I brought my other leg up. She let go of me and then said, “Good morning, Tom!” and hugged me tightly with my cock flexing itself between us.

As she continued to hold me tightly, she started talking into my ear, “Tom… I really hope that this doesn’t change anything between us. I mean… well… honestly, when I woke up this morning and I went to roll over on my back… Well, all of the sudden I felt something hard rubbing on my butt and saw you there. I freaked out for a second and then you flexed your cock and… well, then I remembered last night. I pulled the covers up and looked down at your cock. Oh my God, Tom. You’re wonderful cock. I started to reach down to squeeze it, but then realized that what we did last night might have ruined our friendship and I don’t want that.”

“Diane, it’s OK. I don’t want anything to ruin our friendship either. I’ve actually been attracted to you for a long time. I never did anything for the same reason… I didn’t want to ruin our friendship. I really, really enjoyed last night. I had one hell of a good time with you, but I don’t want it to change things either.”

“So what do we do, Tom? I mean, when I looked at you this morning, I really wanted you again, but again I didn’t want to ruin our friendship. I didn’t touch you and got out of bed. I was telling myself that I was just going to ask you to leave after you got up. Tell you that last night never happened and… Oh God, when I saw you come into the bathroom.. And that gorgeous hard cock of yours, pointing to me… Oh God, Tom!!!! What are we going to do???”

“Well, Diane… I don’t want to lose you as a friend at all. We’ve both talked about our relationships and stuff and I don’t think either one of us wants to have any real type of a relationship other than friends. Sooooo… why can’t we just be friends? No strings attached or anything, but we can be ‘Friends with benefits’, I think they call it. I mean seriously. We’re both adults and have our needs. We’re just two very good friends that help each other with all of our needs. What do you say? Can you live with that???”

“Oh Tom! You’re the BEST!!!!”, she said and then she kissed me on the lips, sticking her tongue out into my mouth. She massaged my ass as she continued kissing me passionately. Then she pulled away and smiled at me. She reached around to my front and grabbed my still hard cock and said, “Speaking of needs… I NEED you to spurt out some of that wonderful cream inside of me. What do you say, ‘Friend’? Will you help me out???”

“You betcha. You know I’d do ANYTHING for you, ‘Friend’!!!”

She let go of me and bent over, placing her hands against the back wall of the tub enclosure. I grabbed my hard cock and moved up behind her. As soon as she felt my cock head at her entrance she pushed back with force until my cock was half buried inside of her and moaned out.

“Mmmmmm.”, I moaned out as I steadily drove myself forward driving the full length of myself inside of her womanhood. She moaned out as well as I started to steadily drive myself slowly in and out of her.

“Oh GOD, TOM!!! FUCK ME! FASTER AND HARD!!!!”, she yelled out.

I immediately grabbed her hips and thrust myself hard and deep inside of her. I pulled back quickly and I slapped her ass. “TOM!”, she screamed out as I immediately thrust back in fully again. I slapped her ass again as I withdrew. “OH MY GOD TOM!”, she yelled out again.

I continued, thrusting and slapping her until we both came together a minute or so later. I lay forward onto her naked back with my still hard cock buried in her as we both were panting and trying to recover from our orgasms.

After another minute I pulled myself out of her. For some reason, I was still hard as a rock. She stood up and turned around, smiling at me. She saw me still hard and laughed, “Oh my God, Tom. I don’t think your cock knows you’re 53 years old. It’s still acting like it’s still in high school!” she reached out and squeezed the middle of my shaft. “What a wonderful ‘Friend” to have!”, she added and giggled.

She let go of me and got under the water. As she grabbed the soap and started to wash her pussy of my juices, she said, “I don’t know if I told you this or not, but my friends, Barb, Tricia and Pam are coming over for an afternoon BBQ. So, I need to get ready. You know them, right?”

“Yeah, I know them. I don’t think that Barb likes me very much, but I don’t know why?”

“Oh really? I don’t know why she wouldn’t like you. She’s never said anything to me and I’ve brought you up in a few conversations with her.”

“Oh really? I thought my ears were burning a few times!”, I replied jokingly.

“Oh Tom, nothing bad at all. I was just telling them what a nice guy you were and what a good friend you were. That’s all.”

“Uh huh.”

“No really!!! I swear!”, she replied. She put the soap back and turned around and looked at my hard cock again. She reached out and stroked it gently and continued saying, “Well… OK, I do have a little confession… We’ve talked about you in other ways too. I mean, geez Tom. You’re the only guy around our age that we know that isn’t married and… well… you know girl talk. All of us have talked about how good looking you are. Plus, you’re sooo funny. We all love your posts on Facebook. They make us all laugh.”

She stroked me a little faster and then said, “I’m not sure where you got the impression that Barb doesn’t like you. If I remember right, she was the one who was going on and on about your ass!” She stopped stroking me and came in closer and wrapped both of her arms around me and grabbed my ass with both of her hands and squeezed my cheeks. “What’s not to like about your ass?”, she continued giggling.

She then let go of me and backed away. “Seriously, Tom. I need to get ready.”, she said and then got out of the shower.

I stood there in utter amazement at what she had just told me as my cock bobbed up and down thinking about these gals talking about me.

She giggled and again reached out and gave my cock a squeeze. “I’ll get another towel for you and leave it on the rack for when you’re done in here. Maybe if you still need a friendly hand taking care of this problem… I might be able to lend you a hand before you leave.”, she said as she let go of me, closed the shower curtain and laughing the whole time.

I washed my hair and took my shower. I couldn’t help it as I stroked myself a few times thinking about all of those gals. I was still in disbelief. I finished up and got out of the shower and grabbed the towel that Diane left hanging up for me.

I hung it up and walked back into Diane’s room. My cock was still hard as a rock as I remembered that I still didn’t have any clothes in here. I chuckled to myself as I remembered us coming up here last night with me only in my T-shirt and her comment about my cock as I was climbing up the stairs.

My cock flexed and bobbed at the thought. I looked over at the clock radio on the nightstand and was shocked when I saw it was almost noon. I grabbed my T-shirt and put it on and I walked out of her room and down the stairs. As I turned the corner at the bottom of the stairs, I thought I heard voices. My cock was still hard as a steel rod sticking straight out just below my T-shirt.

I quickly went into the living room to find my shorts, but they weren’t there. My sandals were still oddly at the end of the couch where I had left them though. I walked out of the living room back into the hall and called out, “Diane? Did you take my shorts?”

“Oh yeah! Sorry Tom, I saw them there and was going to bring them up for you, but Barb just showed up early to help me set up for the BBQ. Sorry!”, she said as she appeared in the hallway with my shorts in her hand and Barb right behind her.

“Oh my God, Tom! I’m so sorry. I forgot that you din’t have anything else to wear. I guess I just wasn’t thinking!”, she said as I stood there with my hard cock sticking out towards the girls.

“Oh my God! TOM???”, Barb yelled and stared at my cock and then looked at Diane and then looked right back at my cock just staring at it.

I immediately covered myself up the best that I could with my hands and turned around.

“Oh my God, Diane! You… Tom??? Oh my God, look at that ass! It’s even nicer than what I thought. Wow!”, Barb said as I felt Diane’s hand with my shorts appear by my side.

My cock was flexing itself and I was embarrassed, but really turned on as well. I grabbed my shorts from Diane and bent over and put my shorts on. I had some trouble trying to get my zipper up and my shorts buttoned as my raging hard on wouldn’t subside.

I just walked forward into the living room and put my sandals on. Suddenly both of the girls were in the entranceway looking at me with big smiles on their faces. “I’m so sorry. I didn’t mean for that to happen. I’m so embarrassed!”, I said.

Barb started giggling and said, “Nice ass, Tom!!! Well, actually nice everything. The whole package! That cock is nice too. Mmmm.”

I couldn’t help it as my cock flexed up and down in my shorts and released some pre-cum again wetting the front of my shorts.

“OH my God, Tom! Someone’s really excited. You little exhibitionist you! Maybe you should take those shorts back off. I wouldn’t mind and I KNOW Diane wouldn’t either!”, Barb continued laughing.

I was so embarrassed at this point, I just said, “I better go, Diane. Thanks for everything. I had a really good time!” and tried to get around the girls at the entrance.

“Tom!!! There’s no need to be embarrassed. It’s not like Barb’s never seen a naked guy before. Plus, I need to get a good bye hug!”, Diane said as she grabbed my arm. She then pulled me into her and gave me a full frontal tight hug.

She pulled away and I said, “Thanks again for everything. I hope you galws have a great BBQ. I’ll see you later.” and again tried to leave.

“Hey! What’s the deal? Don’t I get one of those too!”, Barb said as she turned to me smiling ear to ear and then looked down at my tented shorts and licked her lips.

I leaned just my upper body in to give her a little hug. She wrapped her arms around me and dropped her hands right down to my ass. “Oh no, you’re not getting away with just that little hug!”, she said as she pulled me into her by my ass.

My hard cock caught between us flexing itself as I heard her give a little moan and she gyrated her hips a little as she held me tight against her. She then whispered in my ear, “Mmmm, Tom. You feel good. Sure you don’t want to stick around for a while?”

“Ummm, no. That’s OK. I don’t want to be a party crasher. Besides, it’s supposed to be a ‘girls afternoon BBQ’, right?”, I said, smiled quickly at them and left.

I walked back home across the street. My cock was still hard as a rock about what had just happened. I changed into a clean pair of shorts and shirt, but still remained hard. I just couldn’t stop thinking about last night and this morning.

I made myself some lunch trying to take my mind off of things which helped, but the thoughts kept popping up, causing my cock to remain between completely hard and semi hard. I played around on the computer some, again trying to get my mind off of what happened.

Finally, a few hours later, I decided that I’d mow the lawn. I went out to the garage and gassed up the mower and started to mow the back yard. I finished it up and moved to the front. It was starting to really get hot so I stopped and removed my shirt.

As I held my shirt in my hand, my thoughts again went to this morning. Then I thought about those girls coming over to Diane’s house. I realized that they were probably already there in her yard. My cock reacted and suddenly got completely hard again.

I started walked to the back and put my shirt in the alcove. Then I walked back to the front, my cock still hard and tenting out my shorts. I felt like someone was watching me. Then I heard a wolf whistle and another one. I looked up and over towards Diane’s house. All four of the girls were standing in a row at the side of her house looking at me.

They were all smiling and one of them whistled at me again. They waved at me. One of them yelled out, “Tom, why don’t you come join us?” Another one yelled out, “Yeah, come on over!!! We’d LOVE to HAVE YOU!!!” and they were all laughing loudly at that remark.

My cock was going wild as I yelled back, “Thanks, but I need to finish mowing the lawn.”

“There’s plenty of mowing to do over here. Come on, Tom. You know you want to!”, one of them yelled out as I heard them all continuing to laugh.

“No, that’s OK. I got plenty to take care of here.”, I yelled back and started up the mower again. I continued to mow the grass, but I glanced over every once in a while. The girls apparently went to the back again as I finished up.

I got the weed eater out and finished up the lawn. As soon as I finished with the wee eater and shut it off, I again heard whistling. I looked back over towards Diane’s house and again all of the girls were looking at me and yelling at me to come over and waving their hands motioning me to come over.

“No thanks. I’m all hot and sweaty. I gotta get a shower.”, I yelled back and started walking to the back as they continued whistling and yelling at me.

I got back inside and grabbed a shower. As I walked back to my room, my thoughts again went to the girls and again I got a full fledged hard on. I put some shorts on and then the doorbell rang. My cock had my shorts tented straight out in front of me, but there was nothing I could do about it.

I opened the door and there was Barb and Pam standing there with huge smiles on their faces. Barb immediately looked at my tented out shorts. She licked her lips and said, “See Pam, he’s really glad to see us!”

“Oh my God, Barb. You weren’t lying. That looks big and yummy!”, Pam replied and then both of the girls took a big gulp from their wine glasses.

Barb said, “Tom, seriously. We ALL want you to come over and join us. You know you want to and from what I can see… someone else wants to come over and see all the gals!” and started giggling.

“Come on, Tom! You know it’ll be fun!!!”, Pam said and then both of the girls each grabbed a hand and pulled me outside with them.

… To be continued ...