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Tags: f/f
Older woman helps young single mother in her time of need.

Rose (F/f)

By Dudetodude

Note: I have re written an older story of mine and re posted it under my current pen name. Hope you enjoy it! This story is about an older woman and a young mother whose casual relationship had developed into more than what the young mother had expected.

My name is Lacy and since my divorce six months ago, I have been living on my own with both my daughters 2 and 4 years old and trying to settle into a new life after 5 years of marriage. I have no family in town and with having to work and watch the kids, I'm pretty much overwhelmed with every day life. I'm 26 years old, 5'1" tall, and I weigh 105 lbs soaking wet.

I have short blond hair, a pretty face, and my breasts are small but perky. I have a defined figure that emphasizes the curves of my waist and hips so although I'm thin, I look pretty good. A nice little package as they say. Generally most men find me sexy and attractive but I'm on the shy side and usually don't encourage or flirt very much. Well as I said, I was finding my new life as a single parent quite overwhelming. Once I finish work for the day, spend time with the kids and get them ready for bed, I'm usually exhausted and ready to call it a night. I was not in a good situation considering life wasn't too bad just a short year ago before my husband screwed around on me but that's another story.

The two-bedroom apartment I live in is attached to another one the same as mine but the opposite layout. It's a two-story apartment and the main floor has a kitchen, a laundry room, a nice large living room, and a half bath. Upstairs there are two bedrooms and a full bathroom. The walls in these apartments are paper-thin and I can hear almost everything that goes on in the next apartment and the same goes for my neighbor. Some nights when I'm in bed I would hear a banging rhythm on the wall that sounded like someone was getting a good lay. I could only imagine the scene since my headboard would be back to back from next doors'. One day I finally met my neighbor. Rose was her name. She was a very friendly lady, a widow, and I'd guess her to be in her late 40s maybe early 50s.

Rose and I had talked several times outside while cooking out or picking up the mail and we both became fast friends for coffee and conversation. Rose was attractive in her own way. She was taller than I, about 5'7 or so. She was a little thick on the waist and ass but she carried it well. Overall she was what some guys would say "a looker" From what I could see, she had an ample amount of breasts which I was sure she either used a wire lift bra to hold them up or had a boob job done at some point in time. She seemed very pleasant and not too bad looking for an older woman.

Over the last few months Rose and I had become good friends. She was a big help to me with the girls while I did chores and helped me clean up around the apartment from time to time so that I could have some free time. She generally helped to make my life easier and I appreciated having her around. Maybe she felt sorry for me since she knew my family was out of state and I had no one around for emotional support or to help me cope. I continued to live in the same state because of the joint child custody agreement that was worked out during the divorce. So, she was like a friend, a sister, and a mother to me all in the same package, at very needy time in my life. Rose had been a widow for 3 years. She never had children and her family didn't live close by. When her husband Bill died, he left her a small pension and a life insurance policy to draw on so last year she decided to sell the house and get this small apartment. I knew she had a few friends in town but after her husband's death, she told one time that she saw less and less of them since they were mostly her husband's friends anyway. I knew that when Rose wasn't working at her part-time job as a security officer, and is at home alone, she feels lonely. So despite our age differences and because of her circumstances and mine, we both hit it off and became fast friends.

On occasion Rose would stay with the kids if I needed help or if I just wanted to get out for the night with the some of the girls at the office but for the most part, I didn't socialize much outside of work. Money was tight for me, and so most weekends I stayed home catching up on things, shopping, cleaning, swimming lessons with the kids and hanging out at home watching movies. Rose sometimes came over on Friday or Saturday nights to watch videos with me and I enjoyed her company. Usually after the kids were in bed, Rose and I would talk, have a few drinks, snack out on munchies, watch videos and generally just be good friends. I was grateful to have her company and after a while I looked forward to her visits. As different as we were age wise, I liked her and I knew she felt the same towards me. More often than not on those late video nights we would end up curled under a nice warm blanket together watching videos and sometimes we would just simply fall fast asleep on the sofa. Then, in the morning we would wake up cramped from such a lousy sleeping position and we'd complain how sore we were.

One night I awoke in the middle of the night. I had fallen asleep stretched out on the sofa with my head on the armrest facing out. Rose had fallen asleep sitting on the floor, her right shoulder leaning against the front of the sofa, and her head resting near the armrest facing me just inches away from my face. The room was dimly lit with the soft light coming from the TV set that was still on and I could see the silhouetted outline of her body through the dim light. She was so close I could feel her breathing on my face. Her mouth was just inches from mine and she looked so peaceful. In that instant I had a sudden urge to kiss her. In that moment I felt very attracted to her and a little confused about my feelings towards her. I wasn't sure actually what I was feeling but it wasn't entirely unpleasant. I wanted very much to kiss her mouth, maybe as a gesture of gratitude I rationed because she was such a good friend to me but I resisted the urge. This was a strange feeling for me. One that I've never felt before and wasn't sure what to do about it. To feel this way about another woman in a sexual way sort of scared me. I had thought about Rose in that way a couple of weeks earlier when I heard the familiar rhythmic noise coming from the other side of the wall from Rose's apartment.

I was in my bed well after ten o'clock that night pleasuring myself. It didn't take a rocket scientist to know what she was doing and I had imagined her lying on her back, spread eagle, pleasuring herself. Thinking of her in that position while I was masturbating gave me one of the most furious orgasms that I had in a long time. I sometimes wondered whether she had company over there during those occasions but I knew better. I figured she masturbated at least 4 nights a week and right around the time I was getting into bed for the night. All I knew was that when I masturbated, I was sure to be quiet about it and when the vision of Rose played into my fantasy, I would cum furiously and multiple times.

Prior to Rose I had never considered any attraction towards another woman but after meeting her and knowing what she does at night to herself, just inches from me on the other side of the wall, I began to lust after her while enjoyed making myself cum. On occasion I would even try to time myself so that I would cum at the same time as she did, to make the magic from beyond the wall. I think that's another reason why I wanted to kiss Rose that night when her face was so close to mine. I had already made love to her, at least imaginary love anyway.

I probably could have gotten away with placing that first kiss on her partly opened lips but I resisted at that moment and I moved my head slowly away trying not to wake her.

I had a good view of her large breasts from the angle I was looking from and without shame I stared for a few moments wondering how they would feel to my touch. God what am I thinking I questioned myself. This isn't right and yet, it would feel so right. It would feel so perfect, and so... Oh how I was resisting this.

That night Rose had worn a low cut sweater and right now it was pulled down even lower by the way she was sitting. Her left breast was almost fully out of her bra and exposed and I was amazed at how large and round her breasts were at least in comparison to mine. I was tempted to gently feel them through her sweater and considered how bizarre the thought was. This line of thinking was driving me crazy and making me horny. What was going on with me, I thought? If I tried anything I thought, I would surly loose a good friend and besides, Rose was old enough to be my mother, she wouldn’t be interested in me anyway. I got up slowly tying not to wake her and I went pee. I heard the kids upstairs and that meant the beginning of another day.

Anyway it became routine with us to have our weekend video nights every couple of weeks and I at least looked forward to them. Over the next few weeks after that night I began to think of Rose more and more in a sexual way. I reasoned that because I hadn't been laid in so long that I was just unusually horny or desperate. At night, I would secretly listen beyond the bedroom wall next door and hope that Rose would get into her routine. When she masturbated I could hear her bed creak and as usual by now, I would try and cum with her pretending that we were fingering each other. I guess most nights I would think of her in that way and get very wet. I often wondered if she had the same thoughts of me as I did of her. What was happening to me? Maybe it was too long since I had been laid but I didn't care to justify it anymore, by now just the thought of her would bring me pleasure and arousal and our little weekend parties continued.

On those nights when the kids were acting up, they didn't get to bed until after ten and on those nights Rose would come over later and already be dressed in her pajamas and robe since the walk over from her front door to mine was less than six feet away. Dressed this way, she said, "all I had to do was go home and crawl into bed", and so it became the norm around here and she seemed to always have some new pajama set or robe to show me. Her collection of robes and pajamas were rather boring though, usually flannel gowns or flannel pajamas.

I secretly wished that she'd come over one night in a sexy teddy since I didn't have the nerve myself to wear mine around her and maybe she could have broken the ice for me sort to speak. Sometimes she wore a tight fitting silk pant set and top and that was nice but mostly she just wore flannel gowns covered up with a housecoat. Her night wear was much more conservative than her outgoing personality. So not to feel out of place I would wear my cotton Pjs bottoms and a an over-sized T-shirt. After a few of these occasions, I was more comfortable with the whole idea of both of us hanging around in our night wear and began going bra less and no constraining panties underneath. It was a lot more relaxing lounging around like that that to watch late night movies than sitting around in a pair of tight jeans all night. At least that's what Rose's comments were on the first night she arrived wearing her PJs, and I agreed with her. From that night on PJs was the dress code for our movie nights.

We continued to get together for our video nights and on one particular late night, we fell asleep just like we did a couple of weekends ago and one of us, usually Rose would end up on the floor and sore. It was then that I remembered the sofa was also a pull out bed so I suggested we pull the sofa bed out and have more room to sit and stretch out. Immediately after I suggested, I realized how that must have sounded and wondered what must have been going through Rose's mind. I felt embarrassed and hoped she didn't notice it or interpret my suggestion the wrong way. Surprisingly, Rose thought it was a good idea and she readied the video while I pulled out the sofa. She casually mentioned that this was a great idea since she was always the one who ended up on the carpet. "At least this old girl won't get sore and cramped up," she said, and "at my age I can't rough it anymore like I used to, too painful!"

We laughed together about that and I went upstairs to find some extra bedding. Before I came down I stripped out of my jeans and T-shirt, removed my panties and bra, and changed into my pajamas. I decided to wear my plain Mickey Mouse long flannel nightgown.

I felt a little self conscious when I noticed my nipples of my small breasts trying to protrude out from beneath the stretch material but for some reason I wasn't bothered about it. I mean heck! it wasn't the first time I was in my pajamas around Rose. It was however, the first time I wore Mickey Mouse without wearing a bra and laying beside Rose in a bed. Where was this going, I wondered? When I came down Rose commented how cute I looked with Mickey on.

"Ah you’ve seen me in this before silly," I said.

“That's the kind of stuff an ole gal like me would wear," Rose said laughing. "I would have thought at your age you'd be into the slinky sexy lingerie. You have a sexy figure you should show it off not hide it!" she said. "I'd kill for a body like yours again."

A quick rush of excitement passed through me from pussy to nipples like an electric wave. I'm sure I blushed so I looked away just in case she noticed.

"I'm pretty shy you know. I couldn't run around in that stuff," I told her. "I have some nice lingerie but I don't wear it much because I freeze my ass off and besides I have no one to show it off to," I smiled at her and she laughed.

"Ya but even my PJs are always sexier than yours and I'm almost double your age!" she said teasingly. "You have a nice little figure, and you would look great in anything you wear, but you know that anyway." Rose said as she slipped her robe off and sat on the edge of the pullout bed revealing her conservative but cute silky PJs as she searched for the TV remote control.

"No I didn't know that," I commented, "I really don't think so, at least my ex didn't think so, but I'll take it as a compliment anyway, thanks. Oh! and since we're giving each other compliments, I think you look great in those, are they new?" I asked her casually as I went to get the popcorn.

Tonight Rose wore a new silk pajamas set and she looked great in them. The fit was perfect around her ass, accentuating her hips and hugging her breasts perfectly. I had to catch myself from over staring at her.

"Thanks" she said, "I was getting tired of the same old boring things just like I've been telling you, thought I'd spice it up a little! do you like it?" she asked.

I told her I did and I was very careful not to make it obvious that I was staring at her breasts through the stretched buttons of her top. She was a little top heavy for it and she wasn't wearing a bra either but the top looked good on her.

"I always have to buy my tops too large or they fit too tight around my boobs. That's the only thing I don't like about it but it is comfortable though and it feels nice against my skin," she said.

Her nipples looked like they were trying to push themselves out of the smooth silk material and I unintentionally looked down at my own, maybe I should have worn a bra and I think Rose noticed. As I was getting the popcorn in the kitchen she challenged me to wear something sexier next time and to try to "out youth her" as she put it.

"Lets see who can out do the other," she explained, laughing about it.

I looked at her with that "ya right" look and said, "Ok maybe, maybe next time".

"Oh shoot!" she said excited, "I almost forgot about the margaritas!"

Rose got up, went to the kitchen, blended the mixtures she had brought over earlier with ice and came back with our drinks. I tried not to look too obvious as I noticed her in that top. I wondered if she wore it on purpose to tease me or was I just letting my imagination run wild, I was curious. We had plenty of pillows to prop ourselves up and we watched videos, drank margaritas and ate popcorn. It was like an all girls, all night sleepover party and I told Rose so.

"The only thing missing are the dare games we used to play when we were kids, did you ever play dare with your girlfriends?" she asked.

"Sure I guess so," I replied.

We snickered and played footsies under the blankets and watched “Nine and Half Weeks”. We had not seen it before but I had had heard about it. It had been her turn to pick this time and she picked this one. By the 3rd margarita I realized maybe it wasn't the most appropriate video to watch in my state, I was too horny. I thought it was way too sexy but I didn't want to say anything about it and left it to Rose to make her usual critiques. She thought it was pretty good and sexy, and I agreed, but by now I was feeling a little tipsy from the drinks and mentioned that I should cut myself off before I made a fool out of myself, and with that Rose got up and fixed us another round.

We sat in that sofa bed and talked, watched some TV and I couldn't help to shift and fidget to get more comfortable. Rose was doing the same and in the course of bouncing around we would innocently brush and touch up against each other. Each time we touched I would feel small electric rushes and a tingling in my pussy. I knew I was wet down there and hoped I didn't show a wet spot if I had to get up. I admit I was in an erotic mood and I wondered if Rose felt the same way. I wondered if she was having the same thoughts of lust as well or was I just making too much out of this whole thing. Rose shifted beside me and I accidentally spilled some of my drink on Rose's arm and hand and without thinking, I instinctively licked the spill off her arm and back of her hand.

"Opps! we wouldn't want to waste any do we?" I was referring to the booze.

I knew then that I had too much to drink and began to worry because I got it all over the sleeve of her nice new pajamas. I told her I was sorry but Rose just laughed.

"Don’t worry about it! maybe I should spill my drink somewhere else and see how fast you lick it up," she kidded.

"Maybe," I said, and with that I gave her a shy looking smile and took another sip of my drink. I knew then that whatever inhibitions I was holding were very quickly slipping away, I was drunk.

It was around eleven o'clock and Rose got up to slip in another video. It was Mermaid with Tom Hanks, and at that moment, with only the glow from the TV screen, to me Rose looked so sexy with her boobs bouncing up and down as she got up and moved to the DVD player. I gazed at her and said in my tipsy slur, "You sure have nice tits Rose!" and I smiled at her.

"Why thank you, I'm so glad you like them, you don't look too bad yourself," she said.

"I wish I had bigger boobs, I said pouting while cupping both of my tits with my hands as if to hold them high for her see for herself. Mine are soooo tiny aren't they?"

"Don't worry sweetie, your boobs look just fine," Rose replied as she slipped in the DVD into the machine and came back to bed.

"More than a hand full is a waste!" she told me laughing, and she reached across from my right side with her right hand and placed it on my left breast and gave it a gentle squeeze.

"See?" she said. "Just right."

At that moment I felt tingles deep in my pussy but knew I had to play it cool!

"Do you really think so?" I asked her.

"Yes I do really think so," she told me, "your boobs are fine," and she patted me on the head.

"But yours are so large and firm," I told her again.

I was definitely drunk because the next thing I realized was that I had dared Rose to show me breasts.

"Rose I'll show you mine if you show me yours!" I said. There I said it I thought to myself. I wasn't sure how she'd react. I reasoned that I could always blame it on the booze if Rose got upset.

"You really do want to play sleepover don't you!" and smiled at me when she said it.

"You promise to show me yours?" she asked.

"I will, I promise," I reassured her.

Rose deliberately and slowly unfastened the buttons on her top and with both hands she opened her top. For the first time I feasted at the sight of her beautiful breasts. It seemed like she was moving in slow motion and I think my mouth gaped open for a moment. It seemed like everything was moving in slow motion as I took in the sight of her lovely breasts with my wide open eyes.

"Ok honey, your turn," she said, still kneeling in front of me with her top still undone and fully opened. I realized I had no buttons to undo since I was wearing an over sized T-shirt and nothing on underneath.

"Well come on let's see yours, you promised," she reminded me.

"Ya but no fair," I protested, "I don't have any buttons to undo, you still get to keep your top on, not fair!" I complained.

"You promised, I showed you mine now it's your turn," she reminded me while laughing and teasing me.

"Ok, ok," I protested.

I remained under the covers and pulled my T-shirt up over my body and positioned the covers so that they covered me up to just below my chin. With a dramatic gesture, I threw my T-shirt across the room before exposing myself to her. For some reason I thought, it was harder to actually do it than to think about doing it. Anyway, braver now, I sat more upright bringing the sheet down to waist level and letting her see my little girls.

"I think you have nice breasts," Rose said. "Now it feels just like a real sleep over doesn't it?" she asked.

We sat like that with our tits exposed to one another and finished our drinks. I was feeling very relaxed about it now and not at all uncomfortable. I was half aroused and half in a drunken stupor.

"Your turn to get the drinks" I heard Rose say and without thinking I started to get up. I quickly realized I was butt naked under those covers and Rose had known that and laughed hysterically. I looked around for my shirt but it was at the other end of the room.

"I saw your ass" she joked.

"It's you're turn to get the drinks, how about it? I'm really thirsty," she teased.

She knew she had one up on me and was taking full advantage of the situation.

"No way!" I told her.

"If it'll make you feel better I'll slip my bottoms off and then we're even, Ok?" and with that she slid her fingers into the waist band and wiggled out of her pajama bottoms. As casual as she did that, she made herself comfortable on the pullout sofa, with no attempt to crawl under the sheets for cover. It felt OK for me now that we were both exposed and naked in front of each other.

"It's only us girls anyway," she said casually as if it was no big deal, "nothing we haven't seen before right?" she asked, looking right at me.

"Yep, that's right, just us girls," I replied, "nothing we haven't seen before.

There was stark difference between us as we lay side by side covertly checking each other out. Rose was heavier, softer, and less defined as me. I was smaller and firmer everywhere, with defined curves and body features.

"Actually I don't know about you Lacy, but I think this is pretty cool," she said, "just like the sleep overs I used to have with my girlfriends when I was a young girl."

"Really, you used to do this?" I asked her.

"Oh yeah", she said with that reminiscing expression on her face. We were laying there on our sides holding our heads up on our elbows facing each as Rose began to tell me about it.

"I remember one time when my friend Jenny found her brothers Playboy magazines hidden in the basement and she told me about them. I didn't believe her so one night four of us had a sleepover at Jenny's and she showed us the magazines. I think it was the first time any of us had ever seen a naked body. None of us had any boobs or hair so we were pretty amazed. Anyway by the end of the night we were playing spin the bottle and who ever it landed on had to pose like one of the girls in the pictures. We had three other sleepovers after that, and that is what stands out in my mind about sleepovers".

I told Rose that laying around like this and listening to her story was getting me hot and bothered and it reminded me of some of the sleep over nights I had. In my semi drunken state, I hadn't realized it at the time but my free hand was already rubbing my pussy. Rose leaned over and cupped my left breast with her free hand and kissed me on the forehead. I let out a small sigh and Rose placed a gentle kiss on my quivering lips. I had never been kissed by a woman and I couldn't even begin to describe the sensation I felt at that very moment. After a short pause Rose asked me if I was sure I wanted to do this.

"Yes!" I said, "please yes," and I moved in closer and we held each other tight.

"Not now sweetie, not tonight," Rose said. "I want you sober and fully aware of everything going on your first time."

I was reeling with desire and I would have done anything for her right then. I had another drink and fell asleep. That night I had the wildest wet dream that Rose was seducing me and I came with a fury of delight. I woke up at the sound of the kids and I was alone. Rose had gone home after I had fallen asleep and I wasn't sure if the night before was all just a dream or did it really happened. I wasn't wearing anything and my T-shirt was across the room so I guess it really happened! God I thought, did anything actually happen between us? Our relationship had blossomed into something more than just friendly neighbors. It was all becoming very clear to me now and wondered if my friend Rose was actually a lesbian and had been trying to seduce me from the start! So what I thought, it didn't matter anyway, she turned me on and I wanted to go for it all the way if she let me.

Most of that night for me was fuzzy so later in week we talked about last Saturday and she kept teasing me how I couldn't hold my booze and how chicken I was to strip for her. She also told me how much she enjoyed looking at me naked and holding me tight in her arms. I told her I remembered that very clearly and I also enjoyed that to. Rose laughed about it and said her good by and left for her apartment.

Later that night while I was in bed I heard the familiar noise from behind my bedroom wall and as if in a trance, I stripped off my night-shirt and put on my sexiest panties and bra knowing that she would approve of my panty selection and I fingered myself as I listened to the sounds that Rose was making on the other side of the wall in her room. At this point I knew I had come to the realization that I wanted to eat pussy and learn all about woman to woman love. I mentally crossed the line and I wanted her. At that moment I was going to cum hard and I resolved that I was going to let her fuck me if she wanted to.

We talked again later in the week and both agreed we should go out next Saturday night for pizza and a movie instead of home movie night. It would be Rose's treat. Hanging out at my place on Saturday night became our routine and I didn't mind it at all since I was always broke but next weekend my ex would have the kids and it would work out perfect. So that weekend we decided to go shopping and get a bite to eat. We stopped in at a bar and had a drink. A couple of guys asked me to dance and I had a few dances but these guys were definitely not my type. The bar got crowded and smoky so we left. Rose suggested we just go back to her place and have a couple of drinks and that was OK with me.

It was our routine to take turns surprising each other with selecting videos and this time it was her turn to pick if we were going to watch anything tonight. She told said she had a cool video in her bedroom that she wanted me to see. It was a porno flick she teased and asked if I was up to it. The bars were closing and we headed for her place. With no kids to worry about in the morning I felt like partying all night. Rose laughed and said that I wouldn't last another hour before I flaked out. I laughed to because I knew she was probably right.

We got to her apartment and of course she had the mixer already started for margaritas. I was the popcorn maker, and she was the margarita girl we joked, that was drill. Rose put some music on the stereo and we had a few drinks. For the next hour or so we talked about work, men, dating, and sex. Of course the margaritas were having their usual effect on me and I had already had a few beers at the bar.

"Easy on the drinks honey, you'll get sick," Rose said, always the mother hen.

I was on my 3rd and Rose on her 4th. I switched the radio channels to an oldies station and a cool tune came on. I wanted to dance, and thought how awkward is that? I started to sway with the music and after a few seconds, Rose got up and we were dancing away. We were trying to do the jive to "Great Balls of Fire" and Rose, sort of knows this stuff so she had me swinging and spinning and we were careful not to hit anything. The next song, Elvis came on and sang "I can't Help Falling In Love". A real slow one and without hesitation, we embraced each other and slow danced away. It was as natural a move as any. Our bodies touched close and Rose took the lead. Our breathing was short and heavy from fast dancing, and I rested my head on her chest just above her breasts. I could feel her chest rapidly heaving up and down against my body. I knew I was going to loose my cherry to Rose tonight, my lesbian cherry anyway, and I wanted her to have it.

I was ready to be carried away and to let it happen, and to completely submit myself to her.

We held each other tight, innocently at first but then tighter as we got more comfortable with the situation. Rose was a gentle and sensual seducer and I was especially turned on because she was so much older and experienced than me. Rose's hands moved up and down my back and spine, and I instinctively did the same. At first, I didn't notice but then, I realized what I was doing, what she was doing, what we were doing to each other! I wanted her close to me, I wanted her.

Rose knew exactly what she was doing to me and I was determined to go with the flow.

We held each other tighter and our arms moved over our bodies in a caressing motion.

Rose gently pushed her pelvis into my leg and I did the same. We rubbed our pussies gently and deliberately. I was ready to surrender myself to her if she let me. All my fantasies of girl on girl sex were about to come true after all. I felt like we were both thinking and feeling the same emotions and wished the song would never end.

Rose being a little taller than me bent her head down so her lips could brush up against my neck. I turned my head slightly so that I could do the same. As if on cue I lifted my face to hers and Rose kissed me gently on the lips. My legs gave way from under me and Rose steadied herself so as not to fall.

"Opps, stay steady, Oh oh," she said.

We hugged and held each other for a few more moments. It was more like grouping each other for a few more minutes. I was so horny and I wanted her so much. I wanted to fuck her, like I never wanted to fuck anyone so much before. Rose must have felt the same because she kissed me full on the lips and she darted her tongue deep in my mouth. God I was so hot, we then both collapsed on the floor and felt each other up on the carpet of her living room. I was sweating and Rose was going wild trying to get my jeans off. We laughed uncontrollably as we got up and climbed the stairs up to her bedroom.

I had never been in her room before and we stood at the foot of her bed frantically grabbing for clothes to take off. We stripped each other and groped at whatever body part we could touch in the frenzy. I felt no shyness tonight and all I wanted to do was to see and suck Rose's huge tits. Rose stripped me down to my panties and bra and I had just managed to pull Rose's panties down to her ankles. Rose still had her bra and blouse on and she was stripping away my bra. My small tits fell out and Rose instantly began to suck hard on them. I swear she had my whole tit in her mouth! Ahhh that felt soooo good I thought.

I finally managed to undo her blouse buttons and her blouse fell to the floor. Still standing at the foot of her bed and with just her bra on, my hands trembled as I worked to unhook it. Just as I managed to unfasten it Rose gently backed me down on the bed and her large breasts came into full view surrounding my face around them. I sucked her tits one by one enjoying her long nipples in my mouth and around my tongue. We rolled around on the bed feverishly and we were hot for each other.

I heard her bed creaking and I smiled to myself because I knowing that familiar sound. Our bodies were intertwined trying to touch every available skin surface. Rose was on top of me and her pussy was driving and grinding into mine. With our height difference, that put her tits at my face level and I was devouring as much of her as I could handle from each tit. I wasn't experienced at this sort of thing at all but it seemed to come natural.

Rose on the other hand looked like she knew exactly what she was doing. She knew exactly where to touch me and how to touch me. She started to grind her pussy into my leg and I did the same. She was in tune to my wants and needs and we sucked, rubbed, and kissed each other hotly until we both came.

I was definitely sober by the time Rose started licking me all over and I was laughing uncontrollably with excitement. I had her pictured in my fantasies doing all of this to me and now it was happening. Rose slid down my near my limp body with her tongue and licked her way down to my thighs and pussy. Then without warning she darted her tongue between my legs and I jumped at her touch.

"Ahhh!" I screamed, "that feels sooo goood."

It felt definitely better when another woman does it for you an was now convinced of that. I lay there, legs wide open having the best orgasm I had ever experienced in my life and it was from another woman and one so much older than me. I still wasn't sure but wondered if Rose had done this before with other woman. Was that why she has been so nice to me since we met? Was she out to seduce me from the start? At this moment I didn't care. I was too far gone and in lust to think of anything else. As spent as I was, I rolled over and began to suck on Rose's breasts again and lick her pussy. It was the first time I had ever eaten pussy and it tasted better than I could imagine. We sucked and ate each other out for the next half an hour or so before we stopped and dozed off in each others arms.

Rose was the first to stir and she gently crawled out bed so as not to wake me but I was already awake and just lying there. She came back to me on the bed with sinister smile and asked if wanted to play. With that she held up a strap on dildo and waved it just inches from my face. God it was huge and I wasn't sure I'd enjoy it. She begged me to put it on and fuck her with it. She helped me strap it on and I mounted her like a dog in heat thrusting that dick in and out and deep into her pussy from behind. It wasn't long before she had her orgasm and we quickly switched places. The feel of a hard dick inside after so long felt so good!

"Rose, can I ask you a very personal question?" I asked.

"Well since we're close and personal right now, go ahead and ask," she said.

"How many other woman have you been with?

"Just one other one sweetie," she smiled.

"Really?" I said smiling, "Well you are my first and I've wanted to taste you almost since the first time we met," I told her.

"And I felt the same way about you but was afraid to make the first move," she said.

"After we started watching videos and spending some time together especially under the blankets so close to you, I'd come home and fantasize about having you in my arms and making love, I wanted you so bad sometimes I'd consider not coming over so I wouldn't make a fool out myself."

I could see her eyes watering up with emotion as she was telling me this.

"But why me Rose, why not someone else, why not someone older?" I wondered.

To be continued.

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