An old friend of mine from high school, Denise who lived in another state and I had connected through FaceBook. She was going through some very difficult times. We chatted on FaceBook quite a bit. She was 58 and I am 52.
We both have had quite a bad time regarding our families and that was one of the things that we had in a common and related to one another with. Her mother had already passed away. Recently, her father had had a stroke and was partially paralyzed causing him to be bed ridden.
There was bad blood between them as he had an affair and left her mother to marry his current wife. The last time she had seen him was at her mothers funeral 5 years ago. Needless to say, that wasn’t a very pleasant visit.
With her father’s recent stroke, she felt bad and although she was still upset after all of these years for what he had done, she still loved him. It was just before Christmas when she had found out. She called and had to talk to his wife which only stirred more bad emotions in her. When she got to talk to her dad, he asked her to come visit..
She was very reluctant to do so, not only due to the history between them, but also because of the additional issues that his wife stirred up. She was between jobs at the time and hadn’t been back here since her mother’s funeral. She also knew that this might be the last time that she may be able to see her dad as he was getting very old and his current condition certainly added insult to injury.
I know all of this from our chats. One night it was obvious that she had been drinking and was very upset by all of this. We hadn’t ever talked on the phone before, but her number was in her profile. Although we were just friends, there were certainly times that it seemed as though she was flirting with me and showed some attraction.
I really felt badly about her current situation and could relate to it from my own family history. I called her while we were chatting. We ended up talking for almost two hours. At first, I mainly just listened to her tell me of the situation and her ill feelings. I consoled her about it and she started feeling better about it. I had convinced her into making the trip.
One thing led to another and we talked about all sorts of different things. Some of the topics became quite intimate such as being lonely and the things that we missed about not being with someone. By the end of the conversation, she was calling me sweetie, sweetheart and all sorts of other endearing names.
Her father lived in a small little village just over a half an hour drive from me. We planned to try to get together while she was visiting, but she told me she couldn’t promise it, because of her dad’s condition. Her biggest concern for her visit was with her step mom. The way that her dad stuck up for her and sided with her all the time. It was decided that if she needed to make an emergency departure from her father’s during her visit that I would be her getaway.
This was just a couple of days before Christmas. She was supposed to leave for her two day drive up here on Monday, the day after Christmas. We only exchanged two very quick chat messages since our phone call. Mainly just Christmas wishes and confirmation that the trip was still on.
I was really starting to think that it was alcohol that was talking during our phone talk. There were no additional signs of attraction or flirting since then. She didn’t even mention anything about trying to come see me while she was here. I didn’t bother bringing it up either.
It really wasn’t that big of a deal to me as I was just looking to be friends with her from the git go. The additional flirting and what not during the phone call was just a kind of added bonus. Admittedly, it sparked thoughts of intimacy with her. Admittedly, I did get a hardon during our talk. She wasn’t one to be shy with words including her talks of intimacy. I ended up jacking off and came with thoughts of her after we had hung up the phone.
She posted on FaceBook late on Christmas, her plans to leave on her trip. She posted again in the morning just before she left. It was a two day trip and her car was older. We both had concerns about her car making the trip.
I hadn’t heard anything from her, so on Tuesday afternoon I called her. She didn’t answer her phone, so I left a message that I was checking up on her and hoped everything was OK. Although I’m sure she had my number, I left my number in my message. I also said that I hoped that we’d be able to visit together and I was here if she needed anything.
On Wednesday night around 9, my phone rang and it was Denise. She was crying and the phone connection was horrible. I could barely hear or understand her with all of the static. I was able to figure out that she had gotten into a fight with her step mom and she was somewhere on some back road. I gave her my address and told her she should come here. The phone went dead, before she confirmed that she got the address. I called back, but my call went directly to voicemail. I left my address again and asked that she call me back as soon as she was able.
About an hour later, my doorbell rang and there was Denise standing there. She was in tears, her mascara dripping and she held a half empty bottle of wine. I let her in and gave her a big hug, telling her everything would be alright. I led her to the couch and we both sat down. I took the bottle and set it on the coffee table.
She told me about the fight that she had with her step mom. How her dad stuck up for her and then told her to leave. She started crying even worse. I wrapped my arm around her shoulders and drew her into my chest. I brought my other arm around her front and pulled her in tightly, hugging her.
I felt so bad for her, but didn’t really know what to say. I just held her tight as she continued to cry while I stroked her hair and rocked her back and forth gently. Her one hand was on the couch right by my ass, but her other hand was now on my crotch. As I rocked her, her hand was inadvertently massaging my cock.
Although I tried to stop myself, my cock had a mind of its own and started to get hard. There really wasn’t anything I could do without completely letting go of her. I didn’t want to let her go while she was so upset and crying.
I was wearing jeans and a T-shirt. I don’t wear any underwear and I’m sure she had to be able to feel my swollen cock. As I continued to hold and gently rock her, her crying subsided and she was just sniffling. I wasn’t absolutely sure, but at this point it felt as though she was deliberately squeezing and rubbing my hard on.
It felt really good and I had to restrain myself from moaning out from her manipulations. I ran my hand down her back and lowered my face down and gently kissed her on her forehead. She squeezed my hard cock in her hand and there was no way it was unintentional. She looked up at me and smiled.
“Oh Tom, you are such a sweet guy. I’m so glad that we’re friends.” she said as she squeezed my cock even harder.
“Awwww Denise. I’m glad we’re friends too. I’m so sorry this happened, but I’m glad that you’re here.”
“Mmmmmm, me too.” she responded as she let go of my cock and slid her hand up my front stopping to rest it on my chest. She then kissed me on the neck and sighed. “Oh, this is so nice. It’s been so long since someone has held me like this.” and then she kissed my neck again. She nuzzled her face into the crook of my neck and let out a big sigh.
After a minute or too, I said, “I want a beer. Let me get you a glass for your wine unless you want a beer too.”
“Oh. Yes, a glass would be great, Tom.” she replied as she pulled herself away and slid her hand back down my front and over my crotch. She gently squeezed it, then slid her hand over my leg and rested her hand beside herself on the couch. She looked at me and smiled.
I got up and went to the kitchen. I grabbed a wine glass and a beer. I set them on the counter and then went to the bathroom. My cock was still very hard and twitching. I grabbed a washcloth and wet it with warm water and I also grabbed the box of tissues for her.
I went back in the living room and set the tissues down and handed her the washcloth. “I thought that you could use these.” I said smiling at her.
“Oh, thank you Tom. God, why are you so nice to me, sweetie?” she said smiling and took the warm washcloth.
I smiled back at her, then went and got her glass and my beer. I set my beer down and filled her wine glass. She had just finished cleaning up her face, so I took the cloth from her. “Thanks again, sweetie.” she said.
“No problem. I hope you’re feeling better now.”
“Yes, I am thanks to you hun.” she said smiling even broader now. She reached down and grabbed the glass of wine. I left with the wash cloth and rinsed it out in the bathroom and returned.
When I returned, I sat back down on the couch beside her. She set her glass down on the coffee table and turned, smiling at me. She placed her hand on my thigh as she turned to me. She snuggled in closer as she moved her hand back over my hard cock and gripped it. She brought her face up to me and then gently kissed me on the lips.
She pulled away and said, “Oh Tom, I can’t believe what a sweetheart you are.” she kissed me again a little bit longer this time as I felt her squeeze my cock. She pulled away again looking directly into my eyes.
“Would you hold me again. You feel so good, baby.” she asked as she again squeezed my cock harder.
This time I couldn’t help it and let out a little moan as I felt some pre-cum release itself. I reached around her and pulled her close to me. I gently rubbed my hand up and down her back as I held her and rocked her back and forth again.
“Oh Tom. Oh, you feel so good, baby.” she said as she started rubbing the full length of my hard cock.
“Mmmmmm, you too.” I said now half moaning.
She continued rubbing the full length of my cock the best she could while it was still inside of my jeans. “Ohhh.” I moaned out as I slid my hand further down her back to her ass. I squeezed it gently.
“Oh. Mmmm... Oh God, I haven’t felt like this in so long, baby. Oh God, you make me feel so good.” she said as I felt her hand now at the top of my zipper. She pulled it down and then immediately reached in and grabbed my cock. She pulled it out through the zipper and wrapped her hand around it firmly.
“Oh God, baby. You’re not wearing underwear. Thank you!” she said as she slowly stroked it. “Oh my God. It’s been so long! You feel so fucking good, Tom. What a nice hard, big cock you have, baby.” she said as she continued to stroke it a little faster.
“Oh, it’s been so many years since I’ve had any cock! Oh, it feels so nice!” she said as she stroked it even faster.
“OH, GOD DENISE!” I yelled out.
“Oh baby, you like that? I want to make you feel as good as you made me feel, sweetie!” she said as she slithered off of the couch. Still stroking my manhood, she pushed the coffee table back. She got between my knees.
“Mmmmm, such I nice hard cock you have, Tom!” she said as she let go of it and brought both her hands up to the top of my jeans. She quickly unbuttoned them and grabbed the top of my jeans on either side.
“Come on baby. I want full access. Lift up that fine ass of yours!”
I immediately lifted my ass up off of the couch. She yanked my jeans down to my knees. She looked up at me and smiled. “You ready, hun. I’m gonna rock your socks off!”
She pulled my jeans down to my ankles and pulled each leg out of them. She threw them up onto the corner of the couch. She got between my legs again as she wrapped her hand around the base of my cock. She gently brought her other hand to my balls and started to gently massage them.
I moaned out as she looked up at me. She stared straight into my eyes smiling as she lowered her face down to my cock. She continued massaging my balls and slowly brought her other hand up my hard shaft to just below my swollen crown.
Still staring right into my eyes, she stuck out her tongue. She flicked the tip at the top of my cock. Still staring at me, she circled the top of my cock all the way around with her tongue. She slowly slid her hand back down my shaft.
Holding my hard cock straight up, she licked from the top of her hand on the underside of my cock all the way up to it’s tip. Then she flicked her tongue rapidly at the sensitive part just below the crown.
“Oh Denise. Oh my God, Denise!” I yelled out as more pre-cum oozed itself out of my hard cock.
“Mmmmm, a treat!” she said as she placed her lips around my crown and swirled her tongue all around it, cleaning up all of the cum. “Mmmm, mmmm, mmmmmm.” she moaned out again with my cock head still in her mouth.
Slowly she lowered her mouth down my shaft while still staring right into my eyes moving her tongue all over as she did it.
“Ohhhh. Mmmmm....” I moaned out and closed my eyes.
My cock was halfway inside of her when her lips met her hand. She removed her hand and slowly pushed my hard cock deeper and deeper into her mouth. I felt the head of my cock at the entrance of her throat and she stopped.
She then slowly raised herself up again until my tip was at her lips. Suddenly, she moved back down until my cock went in her throat and her nose was pressed up against my pubic hair.
“OOOOHHHH MYYYY GODDDDDD!” I yelled out and almost came right then.
I thought that she started to gag, but then realized she was purposely swallowing to massage my cock head in her throat. I had never felt anything like it before. No one had ever done that before. I just kept moaning out as I felt my balls starting to tighten.
She squeezed my balls tighter and then pulled herself up and off of my cock. “Oh no you don’t. Not yet you don’t. You’re not getting off that easy!” she said and grabbed my cock at it’s base again and squeezed it hard.
She moved her face down to my balls and let go of them with her other hand. She licked one ball and then the other. She sucked one into her mouth and rolled it all around with her tongue. Then she did the same thing with the other one. It was like torture to me, so close to coming, but not being able to.
She sucked both of my balls into her mouth, playing with them with her tongue. She moaned out, “Mmmmm, mmmm, mmmmm.” causing a vibration on my balls as she continued sucking on them. She slowly brought her other hand up my shaft keeping an extra firm grip on it. She pulled my balls out of her mouth.
She slowly slid her hand back down my shaft and again, placed my cock head in her mouth. She swirled her tongue all around it again. Then she pulled me out of her mouth again and said, “Oh baby, are you ready? Are you ready to cum for me, sweetie? Oh God, hun. Give me all of your sweet, sweet cum!”
She put my cock head back into her mouth and let go of my shaft. I felt her place both of her hands on either side of me on the couch. Suddenly, she dropped down completely deep throating me. She didn’t hesitate at all as she bobbed her whole head up and down rapidly. She was keeping me just inside of her mouth to jammed down her tight throat. Faster and faster and faster she went.
It was less than a minute later when I felt my balls tighten again and my whole cock swelled and pulsed. She continued fucking my cock with her mouth and throat.
“OOOOOOOOOOHHHHHHH! I’MMMMM GOING TO CUMMMMMMMMMMMM!!!!!!!!!!!” I screamed out at the top of my lungs.
She shoved me all the way inside of her throat and held me there. She started swallowing again as before and I shot out a huge stream of cum down her throat. It didn’t even phase her as she just kept on swallowing. She pulled up just a little bit so that my cock head came out of her throat. She swirled her tongue around as I shot out a second large spurt.
I heard and felt her moan on my cock as she continued to swallow. She pulled up quickly and then back down as I let out another spurt. She now bobbed up and down rapidly as I let out a few more spurts.
She didn’t miss a beat as she swallowed up all of my cum. She didn’t miss one drop as she continued to suck and bob her head. When I finished cuming, she continued to bob up and down slowly and swirl her tongue all around. She wrapped her hand around again and slowly stroked me ensuring that she drew out every last drop of cum from my balls and shaft.
My cock started to soften, but remained semi-hard about a minute later when she pulled me out of her mouth. Still holding me with her hand, she looked up at me. She licked her lips and then said, “Mmmmm, God you sure taste good! Did I make you feel good, baby?”
“Oh my God, Denise. That was the best I’ve ever had!!! Seriously. My God! There’s no way I made YOU feel that good.”
She smiled at me and started to stroke my cock slowly again. “Oh you will, sweetie, you will! As soon as we get this beautiful cock of yours ready to go again. Believe me, Tom. You will!”
“Here, maybe this will help.” I said as I leaned forward and down. I grabbed her sweater on both sides and pulled it up. I had to stop just before it revealed her breasts, because she was still stroking my cock with her hand.
She looked at me and giggled. She let go of my cock and raised her hands up over her head allowing me to pull her sweater off of her. I threw it over on top of my jeans on the couch.
“Now you’re getting into the spirit, Tom.” she said as she reached behind her and unclasped her bra. It sprang forward a little exposing the top of her breasts. Then she pulled it completely off of her and threw it to join the other clothes.
She looked straight at me and said, “I hope you like them. They’re old and sagging a bit.”
I looked right at her tits. They definitely sagged a little bit, but they were nice, big and beautiful. They had to be at least a “D” cup. My cock immediately responded and started getting hard again.
“Oh my God, Denise. They’re beautiful!” I said.
“You’re just saying that!”
“I am not! This doesn’t lie!” I said as I pointed at my cock which was flexing and bobbing although not completely hard.
“Oh my. Mmmmm.” she said and then leaned down and kissed the tip of it. “Hmmm, I wonder if this will help bring you completely back to life.” she said as she stood up suddenly. She grabbed her jeans, unbuttoned and unzipped them. She pulled her jeans and panties down together and off of her. She threw those over with the other clothes and smiled at me.
She reached down and wrapped her hand around my now completely hard cock and looking right into my eyes, said, “Welcome back Kotter!” and laughed loudly.
“Oh my God, Denise. You’re beautiful!” I said as I took in her neatly trimmed red “V” shaped pubic hair. As I gazed down between her slightly spread legs, I could see her lips wet with moisture. She raised her leg and placed her knee beside my leg. I watched as her pussy opened itself up and was obviously very wet with excitement.
“I may be getting old, but I think I still have what it takes even though it’s been many, many years.” she said as she got up on the couch straddling me on both of her knees.
I leaned forward and grabbed a breast in each hand as I felt her squeeze my hard cock again. I sucked one of her hard nipples into my mouth and flicked my tongue over it rapidly. I heard her moan out as she rubbed my cock head between her pussy lips.
She moaned out a little louder as she slowly lowered herself over my cock. I felt her wet pussy lips wrap around my swollen cock head and she stopped. I continued playing with her hard nipple with my tongue and massaging her other with my thumb.
“OHHH, God. It’s been so long. OOOOHHHH, BABY!” she screamed out now. She started to gyrate her hips around in a circular motion, just barely keeping the head of my cock inside of her pussy. She continued gyrating faster and faster.
It felt good, but I wanted to feel my cock deep inside of her wet pussy. I reached out and grabbed her by her hips. I pulled her down onto me as my cock filled her up completely. She screamed out, “OH TOM! OH MY GOD! YOU FEEL SOOOOO GOOOOOD!!!”
I pulled my face and hands away from her breasts. I wrapped my arms around her and leaned in, hugging her tightly, holding her in place. “Wrap your legs around me as I get up.” I said as I started to stand up picking her up with me.
She wrapped her legs around me and locked her ankles together at the small of my back as I stood up completely. I kept a firm hold on her as I started walking towards my bedroom, my hard cock still deep inside of her, flexing and bobbing with my stride.
She moaned the whole way there, “OH, MMMMM, OH GOD, MMMMMM.”
When we got to my bedroom, I stooped down just a little at the foot of the bed. I leaned forward placing her on her back. My cock was still deep inside of her as I crawled up on the bed on my knees. I grabbed her legs and she unlocked them. I pulled them up and rested them up on my shoulders.
I leaned forward with her legs still on my shoulders lifting her hips slightly in the air as I leaned. I placed both of my hands flat on the bed and I started to slowly pull myself out. I stopped with my cock head still just inside of her.
I stared into her eyes as I quickly thrust myself deep and fully inside of her. I heard my balls slap against her ass as she screamed out, “Oh my God!” I then started to thrust in and out of her quickly. She closed her eyes and kept on moaning out.
I kept increasing my speed faster and faster. I knew that since I had already cum once, that I could make her cum without cuming myself. She screamed out my name several times as I felt her juices starting to flow rapidly. I continued to thrust deep inside of her.
“OOOOHHH TOM! OM MY GOD! OM MY GOD! I’M GONNA CUM!” she screamed out. Suddenly her hips thrust up forcing me even deeper inside as her pussy gripped by cock like a vice. Her juices shot out along my hard shaft as her whole body started to shake. I felt her juices drip down onto my balls.
As her pussy pulsed, gripping my shaft and then letting go, I pulled myself out and held her legs up. I immediately moved backwards and leaned down to her convulsing pussy. I thrust my tongue out and into her. I twisted it and shoved it inside of her.
“OOOOHHHH MY GOD!!!!!!” she screamed out again as I fucked her with my tongue. Then I pulled my tongue out and licked her slit from the very bottom to the top. I sucked her swollen clit into my mouth and massaged it every which way with my tongue.
I let go of one of her legs and brought my hand down to her pussy. I shoved two fingers deep inside of her while continuing to tongue her clit. “OOOHHHH, OOOHHHHH, OOOOOOOOOHHHHHH!!!!” she screamed out.
I curled my fingers up and slowly pulled them out until I found her g-spot. I then nibbled her clit in my teeth as I as I rubbed her g-spot with both of my fingertips. “OH MY GOD! I’M GONNA CUM AGAIN! OOOOHHHHH!!!!” she screamed as I felt her pussy grip my fingers tightly and more of her juices flowed out of her pussy.
I shoved my fingers back deep inside of her and held them there as she continued her second orgasm. I pulled my mouth away from her pussy as I straightened myself back up onto my knees. Her body still convulsing as I pulled my fingers out of her.
I grabbed my still hard cock and moved it to her opening. I placed my cock tip just between her wet lips and then grabbed her legs holding them tightly. I pushed myself in just until I felt her lips grab my cock head. I pulled right back out and then shoved just my cock head back in. I repeated this over and over fucking her with just my swollen crown.
She continued to moan and call out my name. I leaned forward again bringing her legs with me, but keeping only my cock head inside of her pussy. “I’m gonna make you cum one more time now.” I said as I kissed her lips quickly and then moved down to her breast. I nibbled on one of her nipples as I suddenly thrust completely inside of her.
“Oh my God, TOM!” she yelled out again. I continued to play with her hard nipple as I thrust rapidly in and out of her pussy as fast as I could. She was so wet, you could hear the sloppy sounds of my cock pounding away at her pussy and my balls slapping up against her ass with each thrust.
“OH MY GOD! YESSSSSSS!” she screamed out as her third orgasm overtook her body. I shoved myself as far inside of her as possible as her pussy held my hard cock in a vice grip. Her juices once again flooded my hard cock and flowed out and down my balls.
I was so close now as I pulled back again and thrust quickly as far inside of her as I could get and exploded. I spurt deep inside of her as she screamed out again, “OH YES, TOM!!! GIVE ME YOUR CUM!!! YESSSS!!!!!” and raised her hips up against me.
I shot a few more spurts deep inside of her and collapsed on top of her. Her legs fell down on either side of me as her body continued to shake. I pushed my face up to her neck and kissed it gently and just held her. I felt my cock go soft, but remained inside of her as we both fell asleep.
I woke up a few hours later and realized my cock was still inside of Denise. It felt so good. It had been years since I had been with a woman. Images of what we had just done a few hours before filled my mind. My cock started to swell still inside of her.
She felt so good. I kissed her neck and looked up at her face. It was dark, but there was enough light that I could see she was asleep. I hugged her tighter as my cock became completely hard. I couldn’t help it as I began to gently thrust myself inside of her.
It felt so good to have her in my arms and my cock inside of her pussy. I lowered my head down and started to kiss her breast. I continued to slowly ease my cock up and down. I found her nipple and licked it with my tongue. It started to get hard and I sucked it into my mouth and flicked over it with my tongue.
She let out a moan and raised her hips. I pulled my head up and looked at her, but her eyes were still closed. It looked like she was still sleeping. I continued to slowly thrust myself inside of her. I kissed her cheek as she moaned out again. As I pulled my head up, she moaned again and raised her hips again. Suddenly her eyes opened and she looked right at me.
“Oh my God, it wasn’t a dream. Mmmmm, you feel so good!” she said as she wrapped her arms around me and kissed me on my lips. Her lips parted and her tongue slithered out and pushed my lips open.
My cock flexed inside of her. She moaned out again in my mouth as I felt her legs lock themselves around me. Our tongues danced with each other as she continued to moan out. I increased the speed of my thrusts. I felt her legs pull me in further with each thrust.
She moved both of her hands down and started massaged my ass cheeks as we continued our synched rhythm. She pulled away from our kiss as I felt her finger slide down between the cheeks of my ass.
“Oooooh, Tom! Mmmmmm.” she moaned out as her fingers continued moving further down. She stopped at my star. She wiggled her finger around it as her other hand pulled my ass cheek away.
Her finger slid further down and she then gripped my balls and massaged them as our rhythm increased in pace. Then she slid her finger down the underside of my shaft as I pulled up. She shoved her finger inside of her pussy along with my shaft as I pushed myself inside of her again.
She pulled it out again as I pulled my cock back up. She immediately brought her finger back up to my star and rubbed her juices around it. As I thrust back deep inside of her, she shoved her finger inside of my ass all of the way.
“Oh God!” I yelled out as I heard her giggle.
“Fuck me, baby. Fuck me.” I heard her say into my ear.
She matched my thrusts with her finger. Every time I pulled up, she pulled her finger up. Each thrust inside of her, she shoved her finger deep inside of me. Faster and faster we went.
“Oh, OH, OHHHH!” she moaned out. “I’m gonna cum. OHHHH, TOM. CUM WITH ME! OOOOOOHHHHHH!!!!!” she now screamed.
I shoved myself deep inside of her again and spurt out my seed.
“YES OH GOD, YESSSSS!!!!!” she screamed out again as her pussy clenched my cock and she came. I shot out again and again as I felt her juices and her grip on me. She pulled her finger out of me and dropped her legs down onto the bed.
I pulled out of her and rolled over to her side. She rolled onto her side facing me. She brought her hand up to the back of my head as she slid her body up against mine. “Oh Tom, mmmmm. You’re wonderful!” she said as I felt her other arm wrap around me and she pulled me even tighter against her. She kissed my lips passionately again sliding her tongue into my mouth.
I fell asleep a few minutes later...
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