Alice Branches Out

ALICE BRANCHES OUT

CHAPTER 1

Alice had been working at the fitness center as an aerobics instructor for 2 years. To keep in shape herself and to give her something to do. She didn't need the money. Her husband, Bill, made good money. But she got bored and decided to apply at the fitness center where she worked out when they advertised for help. She had been teaching two classes a day for the 2 years she had been there. She enjoyed it and it kept her in shape. She was 55 and still had the body of a 30 year old. Her tits were high and firm. She had implants but, still, they were spectacular for a 55 year old woman. Same goes for her ass. Firm and perfectly shaped. She has red hair, green eyes, and a great complexion. All in all a very attractive woman. The men at the center were always hitting on her but she had never taken any of them up on it. She flirted with them but that's as far as it went. This past Christmas she had seduced and slept with her son in law Dallas after her daughter told her how well endowed he was and how good he was in bed. He was 33 and she was 54 at the time. She thought about it a lot. How much bigger his cock was than her husbands and how he was able to get it up more than once because he was still young. So she was tempted to take one of the young guys up on their offer when they flirted with her, but as yet had not.

It was April now and had been almost 4 months since her tryst with her son in law. She had sex with her husband regularly but his cock was a little on the small side and he was only able to go once. He also usually came pretty quickly leaving her unsatisfied. She loved him but wanted more as far as sex was concerned. When she had screwed her son in law at Christmas they had jokingly said there were other holidays when they could visit and hook up. And Easter had just passed and that was what got her to thinking about how good the sex had been with him. But they had not had another opportunity yet.

CHAPTER 2

Alice was warming up at the center getting ready for her 2nd. class of the day. Jerry, one of the guys in her class, came in a little early. "Hi Alice. Looking really hot today. But of course you look really hot every day. Mm Mm Mm." Jerry was always a big flirt.

"Thank you Jerry. You look pretty good yourself." She thought Jerry actually was kind of cute. So she always flirted back and forth with him.

"I see you got some new workout clothes. Nice!!"

She did have new workout clothes. Black spandex shorts with blue stripes on the sides. And a grey spandex sports bra. Both were tight fitting and showed the shape of her ass and tits quite nicely. As she was bending and squatting and twisting Jerry was watching and thoroughly enjoying the show. The others were arriving now and she stopped warming up and greeted them all and waited for them to get ready for class.

Several of the guys complimented her on her new outfit. And the women, too. She thought some of the guys were in the class just to see if they had a shot with her, but most of them truly were there to work out. And she actually kind of liked the flirting and teasing.

She led the class through the routine and showed them a couple of new things she was trying out. She liked to mix it up to keep it fun and interesting. The class lasted 30 minutes. When it ended and everyone was leaving Lewis, another one of the guys who always flirted with her stopped to talk. He was probably in his early 30's, well built, handsome. Alice didn't know if he was married or not. He said, " I really enjoyed the new routine. And I know this stuff works. All I have to do is look at you with that smokin' hot body and any doubt fades."

She gave him a big smile. "Thank you Lewis. Hey. Would you mind giving me a hand before you go? Do you have time?"

"Hey. For you I'll make time. Anything you want."

"Well. I'm lifting weights a little now and just need a spotter. Not a lot of weight, but still you're supposed to have a spotter. And I agree that it's a good policy."

"Sure. I'd be glad to."

She had been thinking about teasing a couple of these guys. More than she already did. Maybe it would get her aroused and she could go home and get Bill to do a little more than usual. She set the weight on the bar where she wanted it and laid down. She thought this would be a good way to check out some of the guys packages. Since she'd be laying there with it right above her face. When she raised her hands to the bar she 'accidentally' brushed Lewis's crotch on the way."Oops. Sorry."

"Don't be. I enjoyed it."

"You're awful." She raised and lowered the weights to her chest and back up again a half a dozen times. And glanced at his crotch to see if her 'accidental' contact had had any effect. It had. There was a nice little bulge there. It looked pretty promising. She set the bar back on the stand and 'accidentally' brushed his crotch again when lowering her hands. "Sorry again."

"Like I said, don't be."

"Will you hold my knees now? I want to do some sit-ups."

"You got it." He went around and leaned over and put his hands on her knees. She made sure her legs were spread enough that he would be able to see her cameltoe if he looked. And she suspected he would. "Nice," he said. You've got great legs. And really soft skin."

"Thank you." She started doing sit-ups. Sitting up to where her face was right in his face. So close that she could have kissed him if she wanted to. Then she tilted her head back so that it would be her tits in his face more so than her face. She did 20 sit-ups and stopped. "Ouch. I just started this and I might have overdone it a little. Would you mind rubbing the kink out of my back? Then I'll let you go. Promise."

"Of course."

She rolled over on the weight bench. She reached back and put her hand on her lower back. "Right along here."

Lewis started rubbing her bare back between her sports bra and the top of her shorts.

"Oh yeah. That feels great. A little harder please." She moaned and sighed as he massaged. "A little lower please." He moved his hands to just above the waistband of her shorts. "Yeah. Right there." She could almost feel his eyes on her ass. "A little lower." He slid his hands down onto her spandex shorts. Not on her ass cheeks but just above, and worked the muscles with his fingers. She wanted to tell him to go lower but thought better of it as there were other people there. Then she said, "That's better. Thank you so much." And she rolled over and sat up. She glanced at his crotch and saw that his cock was hard. She smiled and said, "Sorry to hold you up."

"Oh. Hey. No problem. But I guess I should be going now." She could tell he was embarrassed about getting an erection and hoped she didn't see it. He wanted to go before she did. Alice thought that Lewis might be a good prospect if she decided to do anything.

The next day she wore another new sports bra. This one showed more of her tits. When Lewis came in she went to him and said, "Lewis. I just wanted to say thanks again for helping me yesterday." She raised up on her tiptoes and kissed his cheek and he turned red. Then she hugged him and pressed her tits into his chest. After the class she repeated what she had done yesterday, only this time with Gene, another cute guy about 30 or so. She did this each day with a different guy. She came away with 4 good prospects. I mean, they all enjoyed it and were willing participants. But she narrowed it down to the 4 that looked like they had the biggest bulges in their pants and were at least kind of attractive. Not that she was going to do all 4 of them, or any of them, but she had 4 to choose from should she decide to.

A couple of the guys asked after class sometimes if she needed any more help. She always said, "No. But thanks."

CHAPTER 3

Then one Monday after the 10 AM class, after she had changed into her street clothes, which consisted of a skirt and tank top, Ray, one of the guys she had 'interviewed' came to her and asked if she could give him a little one on one help. He said he didn't want a whole regimen of exercises that the other fitness trainers did, just a few things like she did. That it seemed to work really well for her. He said, "I mean, just look at that body of yours. It's perfect. And you're gorgeous on top of that. Anyway. Would you mind?"

"Sure. I'd be glad to help Ray. And thanks for the compliments. When do you want to start? "

"I'm ready right now. But whenever suits you. We can schedule a time when you're free."

"No time like the present. I have a couple of hours before the next class."

"Great. Let's do it."

Alice thought she might have a little fun and tease him as he worked out. She took her position at the head of the press bench to spot him as he lifted. She stood with her feet apart and knew he could look up and see her panties. When he was getting ready to lift he reached back and put his hands on her hips. He pulled her in closer to his head. "There. That's better." She was almost straddling his face. She saw that he was getting an erection as she stood there. He did his lifts then laid down on a mat to do sit-ups. He asked her to sit on his feet.

"Okay." Alice sat on his feet with her legs on either side, again giving him a view of her panties. When he came up he reached forward and touched her hips and let his fingers trail down the upper part of her legs as he went back down. Alice thought, "Yeah. He's enjoying this. And that's okay. I'll play along." He did 20 sit-ups. Sometimes when he was going back and trailing his fingers down her legs they strayed inwards a little. Alice admired the erection in his shorts.

He did a few push-ups with Alice sitting on his back. Not many. Then he said, "I want to try a few the other way. What I call reverse push-ups. I'll lay on my back, you sit on my hips, and I'll raise my midsection using my legs. I believe that will strengthen the backs of my legs and my calves."

"I've never heard of that but okay." He laid down and she straddled his hips and sat facing him. She thought 'If anybody saw us they would wonder what the hell we're doing and tell us to get a room.' But at the moment there was no one else there. Ray started doing his reverse push-ups. Raising his hips and her along with them. Yeah. To anybody watching it would definitely look like they were fucking. It tickled her that he wanted to do this, but she knew why he wanted to do it. He was having fun, so she decided to let him. She felt his hard-on beneath her. And it was a nice one. She found it kind of exciting and got a little turned on.

He was only able to do 2 of these reverse push-ups and stopped. He laid there with Alice sitting on him. She chuckled and asked, "Where did you get that idea from? I've never heard of it."

"Just something I thought up. I thought it might help."

"Well, I doubt it." As she spoke she stood and remained straddling him, knowing he was looking up her skirt. It was fairly short, white with red and yellow flowers on it. Her panties underneath were yellow with white lace trimming. She reached her hand downwards, "Need a hand up?"

"Yeah. I think I do. Maybe that wasn't such a good idea." They both laughed.

"So do you want to continue these sessions? I don't know that you need me though. You already knew what you wanted to do."

"Yeah. I want to continue. But next time you tell me what to do."

CHAPTER 4

The next Monday after the class Alice went to the locker room and changed. She put on a short black leather skirt with lacy black panties underneath, pulled on a pair of fishnet stockings, and put a white, sleeveless, button up blouse on that showed her midriff, with a white bra underneath. She put on a necklace that dangled a heart down between her breasts, and a pair of diamond earrings. She put on black high heels. Her long, red, curly hair hung around her shoulders. She applied some red lipstick and sprayed on a little perfume. She looked super sexy and hot as hell. She went out into the workout area. Ray said, "Oh. I guess you have somewhere to go. I thought we had a workout session today. I'm sorry. I must have the wrong day. You go ahead. We can do it some other time." He looked and sounded really disappointed.

"Oh shoot. I'm sorry Ray. I forgot. We were supposed to have a session. It completely slipped my mind." It had not, in fact, slipped her mind. She knew. She dressed this way on purpose. To tease the hell out of Ray. And drive him crazy. She was quite the prick teaser, and she knew it.

"But as it turns out the plans I had were just cancelled. I got a phone call a minute ago cancelling. So if you want you can follow me home and we'll work out there. What do you think?"

"Okay. Yeah. Sure. I can do that."

Ray followed her home and they went inside. "Do you want something to drink? Water, tea, or a soft drink?"

"Yeah. Water, please. Or whatever you got is fine." She gave him a bottle of water. "Sorry your plans got cancelled. You don't have to do the session if you don't want. It looks like you're all dressed up to go out. You look fantastic."

"Thank you. But if you really want to exercise, we can. Or we can just sit and talk. Whatever you want."

"Sitting and talking sounds good. Is your husband home?"

"No. He's at work. He gets home about 6."

They made small talk for a while. Ray was sitting on the sofa. Alice had sat in a chair opposite him. She sat back and crossed her legs. As she did she spread them enough that Ray could see what was under her skirt if he looked. And he did. He still had his workout shorts and t-shirt on. His hair was messed up from working out and he was sweaty. But Alice was okay with that. He was a sexy man and he looked good, even disheveled. Alice let her high heel slip partly off and swung her leg back and forth, She twirled a lock of her beautiful red hair in her fingers. She let her shoe fall off and leaned to take the other one off. "I don't know why I wear these things. I hate them. They're uncomfortable as hell. But my husband likes them. He says they make my legs look good. That's where I was going earlier. To meet him. But something came up and he couldn't make it." This was all a lie.

"Oh. Sorry."

"That's okay. So, what do you think? DO they make my legs look sexy?" She slipped them back on and stood up and turned so he could see the back. She looked back and down at herself then up at him. He was staring. She could tell he approved.

"Oh God yes. Your legs look fantastic. I mean, yeah, the heels do enhance them. But they're gorgeous even without them."

"Well, thank you, Ray. But they gotta go for now." She kicked them off again and sat back down after turning around and bending over to straighten the pillow in the chair, giving Ray a nice view of her ass. When she sat down she recrossed her long, luscious legs. Ray took it all in.

"Is that your family?" Ray indicated a picture on the mantle.

Alice looked up at it and said, "Yeah. It is." She got up and got the picture. She sat down beside Ray on the couch and handed it to him.

"Wow! Your sister looks exactly like you."

"That's not my sister. But thank you. That's my daughter Andrea. We call her Andi. And that's her husband Dallas. They live in Albany. And that's my husband Bill.

"Your daughter looks just like you. She's gorgeous. But it's hard to believe that's your daughter. You don't look old enough to be her mother."

"Well I am. And thanks again. She just turned 33. I won't tell you how old I am."

"Good looking family. You must get lonely here all alone. With her in Albany and your husband at work all day."

"Yeah, sometimes. That's why I decided to go to work at the center. Do you mind if I go up and change? No use in being all dressed up if I'm not going out. Might as well get comfortable."

"No. Not at all. Go ahead. Although I will be a little disappointed, because you look wonderful. But you always look great anyway. No matter what you're wearing."

"Aww. You're sweet. I'll be right back. Won't take but a minute."

She did come back in about a minute. Still dressed the same. Except her shirt was unbuttoned and he saw that she was wearing a white bra. "Do you mind giving me a hand? This darn zipper on this skirt is stuck. I might be able to take it off anyway but I don't want to risk ripping it. Would you mind trying to see if you can get it loose?"

"Not at all. Here, let me see." He had a hard time not staring at her rather large breasts that were covered now by only a bra, with her shirt unbuttoned. She turned slightly as the zipper was on the side. She had already unbuttoned the button at the top. Ray leaned forward in his seat to try the zipper. He was keenly aware of her unbuttoned shirt and her perfume. He thought to himself, 'I'm gonna take my time and make this last.' He grasped the zipper tab between his fingers and started to pull downwards. He discovered that it was not stuck at all. He looked up at Alice's face and saw her looking down at him. He acted like he was struggling with the zipper. 'Is she fucking with me, or had it really been stuck?', he wondered. He laid his left hand on her hip, almost on her ass, and fiddled with the zipper. "Stubborn little bugger," he said. She turned her upper body to see what he was doing, causing her bra covered breasts to be more on display.

"Well, maybe you can just pull the skirt down without unzipping it? I was afraid to try."

"I'm afraid, too. I don't want to ruin it. It looks really good on you. Let me try a little more." He feigned struggling with it some more. Then he slid it down. He saw the side of her black panties where the skirt parted. "There. Got it."

"Oh. Thank you so much. I would have hated to lose this skirt. I love it."

"I can see why."

"Be right back."

She started walking away, pushing the skirt over her hips and ass as she went. Just before she went up the steps she stepped out of it and ascended the stairs in her unbuttoned shirt, panties, and fishnet stockings. She looked back and said, "Thank you."

"No. Thank you," he said quietly to himself. When she was out of sight he adjusted his hard cock in his pants to be more comfortable. And wondered if she was trying to seduce him. But decided that he'd never be that lucky.

Alice came back down the stairs wearing a shirt that appeared to be her husband's. It was short sleeved, pale blue, and too big for her. It hung to just below her ass cheeks. The top 3 buttons were not buttoned. Ray wondered what she had on underneath. If anything. She looked sexy as hell. She had removed her jewelry. She asked if he needed more water or anything. He said another water would be great. He had a view of the kitchen from where he sat and watched as she bent over to get a bottle of water from the fridge. He saw that she did not have shorts on, only black panties. Without straightening up she looked back and said, "You sure water's fine? Or would you rather have something else?" Of course this was just a reason to make sure he got a good look. And she saw that he was indeed looking.

"Yeah. Water's fine."

She bent over to hand him his water, and the top of her shirt gapped open, allowing him to see that she was still wearing the white bra, not matching the panties, but the shirt she had on before was white and a black one would have shown through. She said, "I hope you don't mind. I like to be comfortable around the house. I don't see any sense in getting fully dressed to just sit at home.

"I don't mind at all. I agree with you. And to tell you the truth, I love that look on a woman. I find it extremely sexy. You know, a man's shirt, and nothing else? I mean, I don't know what you got on under there but you look really, really good." He did know what she had on under there but was embarrassed to admit that he had looked. Even though it was pretty obvious that she wanted him to.

She had sat back down beside him on the couch. The shirt just barely concealed her panties and the treasure beneath. "Really? I just throw one of Bill's shirts on sometimes when I'm just lounging around and want to be comfortable. I never considered it sexy. Does it bother you?"

"No! Not at all."

"Good." She laid her hand on his arm. "I'm sorry I forgot the workout session today. We can still do it if you want."

"No. That's okay. I wasn't really feeling it today anyway."

"Good. I think it's nice just talking and getting to know each other a little better. Tell me about yourself. Married? What do you do?"

"Divorced 3 years. I'm an IT tech at Dillinger's. And I like aerobics."

She put her hand on his leg. She smiled and asked teasingly "Do you like aerobics? Or are you just trying to get close to the instructor?"

"Shit. Busted. Is it that obvious? I'm sorry. Now that I know you are married and have a nice family and a beautiful home I feel pretty ridiculous."

"You're not ridiculous. It's okay. I enjoy you and the other guys flirting. It makes me feel wanted. And pretty. I'm getting old now and I know I'm not attractive to men like I used to be."

"Are you kidding me? You're the most beautiful woman I know. And you're far from old. Plus you have the body of a 20 year old."

"That's kind of you to say, but I know it's not true. I've lost my youth and now my looks are going." She was starting to cry.

Ray put his arms around her to console her. "That's crazy talk. You are still a vibrant, gorgeous, young woman. All the guys think you're hot as hell. They, myself included, talk about you all the time. About how pretty you are, and how hot, and what we'd do to you if we ever had the chance. Oops. I'm sorry, I should have left that part out."

"No. I like hearing that. Do you really think I'm pretty?"

"Are you kidding? You're drop dead gorgeous!"

She pulled away from him and said, "Thank you, Ray. That makes me feel better." She leaned over and kissed him on the cheek. Then hugged him. He held her in his arms and rubbed her back. They sat there hugging for a couple of minutes.

"Do you really think I have a nice body? Or are you just trying to make me feel better?"

"I really, truly mean it. I can't keep my eyes off of you in class."

Alice stood up. "What do you think is my best asset?"

"Damn! That's hard to say." Your face is gorgeous. And that red hair and green eyes drive me crazy. Then there's those killer legs! Holy shit!" He put his hand on her leg and rubbed it. "They go on forever. And so soft and perfect."

"What else?"

He moved his hand up and lifted the hem of her shirt. "Well, there's this ass that fills out those spandex shorts you wear wonderfully." He put his hand on her panty covered ass and squeezed. "It's just as firm as it looks. A perfect 10." He stood up and said, "And let's not forget these." As he said this he undid the rest of the buttons on her shirt and pulled the sides back to gaze at her tits. "Holy Mother of God, that is the best rack I've ever laid eyes on." He moved his hands to her waist. "And this tiny little waist. Not an ounce of fat anywhere. Alice, you are absolutely not losing your looks. Let me just get an up close look. Nor from afar like at the center." He started sliding the shirt back off of her shoulders and she let him. He was amazed. She let the shirt slide down her arms and drop to the floor. He stood back and stared at the magnificent partially nude body that stood before him. He walked all the way around her and took it all in. He wondered if he was dreaming. He had dreamed of undressing her many times. He ran his fingertips down her back, and around her sides, which made her giggle and jump. "So. It's truly impossible to say what your best asset is. It no one thing, it's the whole package."

Ray put his hand in her mane of red hair and stroked her head. Then he pulled back a little and kissed her forehead.

He said, "I don't know where all that crazy talk was coming from, but I'm glad you feel better."

Then he kissed her nose. Then her forehead again, then her cheek. He stopped and gazed into her eyes. He leaned in and kissed her on the lips, very quickly. Her red lipstick tasted kind of fruity. He liked it. When she didn't smack the shit out of him he did it again. Slightly longer. Then he grasped the sides of her face and locked his lips onto hers and gave her a real kiss. Her lips parted when his tongue touched them and her tongue met his. They stood there kissing and Ray let his hands roam her body. He brought his hands to her back and expertly unclasped her bra. He stepped back and pulled it from her body. Her nipples were hard, and her tits stood high and proud, not a hint of sag. "Oh my God! They are amazing." He took them in his hands and squeezed them, ran his fingers over them, and ran a finger around and around her nipples.

Alice was standing there watching his face light up as he explored her body. And she was enjoying it. She closed her eyes and moaned. Ray leaned down and put his lips around one of her breasts. They were big so it was only a small portion. She held his head in her hands. He grasped the other one in his hand and caressed as he sucked at the hard nipple. His other hand slid down her back and landed on her ass. He moved his hand all over the silky smoothness of her panties. He cupped a cheek in his hand and squeezed and massaged it. Then he brought his hand up and back down under her panties this time. Her bare ass felt wonderful in his hand.

Alice reached down and found his hard penis in his shorts. She squeezed it and moved her hand up and down it's length. It felt pretty big around as well as long. She was looking forward to having it in her. She brought her hand up and back down inside his shorts. There was plenty of room as he wore gym shorts. She grasped his rock hard dick and started stroking. He stopped sucking her tits and raised up to lock his lips on hers again. She continued to stroke his cock and he fondled her tits. He brought his hands to her waist and slid them into the waistband of her panties and started pushing them over her hips. He wanted to see what he was unveiling so he dropped to his knees and gazed as he lowered her panties to her ankles. She stood before him nude, with her panties still around her ankles, and he was too mesmerized to move for a few seconds. Her pussy was surrounded by the same red hair as was on her head. It was trimmed into just a small patch, and it was short. It was beautiful. At last he lifted her feet one at a time to finish removing those sexy black panties. He held them to his nose and sniffed. She smelled as good as she looked.

Alice was watching as he did this. "What do you think? Do you still think I look good? Or is this an old lady body?"

"That is DEFINITELY not an old lady body. Alice, you are truly, truly a stunningly beautiful woman."

He leaned in and kissed right in the middle of her red hair, where her already moist pussy lips were hiding. She squealed and jumped. She grasped his head in her hands as he kissed her cunt and ran his tongue up and down her lips. She spread her feet and he dug in a little deeper. He stuck his tongue into her and wiggled it around. She squatted down onto his mouth. He guided her back to sit on the couch, without ever removing his mouth from her cunt. She sat and he pulled her hips to the edge and continued eating her pussy. He licked and kissed and lapped at her hot pussy for a couple of minutes. Then she pulled his head tightly into her crotch and cried out, "Damn! Eat me! Oh fuck. Yeah. That's it. Right there, Right there! OHHHHH!" Juices started gushing out from between her lips and Ray held his mouth open and kept his tongue on her pussy as she squirted her juices into his waiting mouth. He had never had a squirter before. He liked it.

Alice laid back on the couch with her legs spread and her pussy dripping. Ray sat down beside her and started kissing her and fondling her tits. "Do you like how you taste on me?"

"Yeah. I do. Now I want to taste you." She reached for his shorts and he helped her get them off, then removed his shoes and shirt. He sat beside her and she stroked his hard cock in her soft hand. "Oh my. That's nice. You're a pretty big boy, like I thought you would be. Yeah, I was checking you out while you were checking me out." She reached down with her other hand and caressed his balls while she stroked his cock. Then she got on her knees on the couch, kissed him and continued stroking. Then she lowered her head to his lap and put her lips around his shaft. He instinctively thrust upwards. She started slowly and sensually moving her lips up and down his shaft, and gently massaging his balls. He reached back to fondle her ass cheeks. She licked up and down his cock a few times. She circled the head with her tongue while slowly stroking the shaft with her hand. He started fingering her asshole. Then she slid her mouth downwards until the whole thing was buried in her mouth. She held still for a moment. Ray marvelled at the fact she wasn't gagging. Then she slid her lips up to the head. And back down again. Again and again, gaining speed. She felt Ray's cock starting to jerk in her mouth and knew he was getting ready to shoot his load.

And he told her, "Oh fuck! I'm gonna cum! Here it comes!" He shot a massive load into Alice's waiting mouth. She was able to take most of it but quite a bit leaked out between her lips and his cock. She rose up, wiped her mouth with her hand, and kissed him.

"And how do you like how you taste on me?"

"I think I like it."

They sat kissing and running their hands all over the others body. Ray rubbed Alice's very wet pussy and she fondled his cock back to hardness.

Alice stood and said, "Let's go somewhere we got more room." She took his hand and led him up the steps, down a hallway, and into her bedroom. "Now. I want that big cock in me."

She climbed up on the bed and laid back. Ray got on the bed beside her and they resumed kissing and fondling. Ray got on his knees between her legs and positioned his cock to enter her pussy. He put the head against her lips and she guided him in. He pushed in slowly. She was very wet but he wanted to make sure there was plenty of lubrication, and there was. He started slowly stroking in and out. Alice raised her hips to meet him. He cupped her ass in his hands and held her up as he fucked her. She

looked up at him. "Yeah. That's it. That feels so, so good." She laid there moaning and squealing as he stroked his cock in and out. He gazed down at the beautiful, naked woman beneath him and was in awe of his great luck. He watched her big tits move around as he thrust into her. After a few minutes Alice said, "I want to ride you." Ray pulled out and laid on his back. Alice straddled his hips and lowered her pussy onto his cock. She just rocked her hips back and forth at first. Then started fucking him, up and down. Ray fondled and caressed her tits. Then he pulled her down and took a breast into his mouth. He sucked at the nipple while she continued raising and lowering her hips fucking him. He bit down on her nipple gently and she squealed and squeezed his cock with her pussy. She increased her tempo and sat up and said, "Oh yeah. That feels good. Your dick feels so good in me." She started bouncing up and down with a frenzy and she screamed. Literally screamed. "AHHHH! Oh God! I'm cumming!" Ray thrust upwards into her, over and over, and felt himself cumming, also. She continued riding him as her orgasm washed over her, and he continued thrusting into her until they were both done. Ray felt hot juices running all down his crotch and over his balls.

After a few seconds Alice flopped over onto the bed like a worn out dishrag. She lay there catching her breath and Ray did the same. After a minute she turned her head and said, "That was amazing. I needed that."

"You have no idea how many times I've dreamed of doing that. But the dreams were nothing compared to that. You are one amazing young lady."

"Thank you."

After talking for a little while and getting cleaned up and dressed they changed the bedclothes and went downstairs and cleaned the couch cushions as best they could and turned them over. By now it was about 5:30 so Ray headed out before Bill got home. Alice asked, "Will I see you at class tomorrow?"

"Most definitely."