A Little Help From a Friend

"I've occasionally been tempted. But of all the times I was, this is the time I want it to happen, with you. The other times it was only lust, or the guy was just charming, but not worth wrecking my whole life over for a quick lay." Kelly kissed me again, taking my cock in her hand and pointing it at her spread lips.

"And this time??" I asked.

"It's lust too. And love." Kelly looked at me, her pale blue eyes shining. She slowly lowered herself, and I felt the head play in the thick hair around her opening, then spread her labia and enter her. She closed her eyes as my cock penetrated deep into her, bottoming out as I felt her red pelt meet mine. Kelly settled onto my cock, getting it firmly embedded into her wet pussy. She opened her eyes, looking at me again, once more kissing me. "I love you, Tom," she said softly.

Kelly and I had spoken those words to each other on many occasions over the last ten years, usually as a friendly parting when we had all gone out as a foursome. She and my wife had become best friends, and it was not unusual for them to say that to each other, and Kelly would also say it to me on those occasions. I had always taken it as a gesture of friendship, and nothing more. Now, it seemed, that phrase had taken on a more serious tone. I kissed her, then pulled away, looking into her eyes, seeing the uncertainty there of how I would react. I ran my fingers through her hair, ending by holding her cheek in the palm of my hand.

'I love you, too, Kelly," I said to her softly, again running my hand through her hair.

Kelly looked back at me, getting a little teary eyed. "Don't look at my gray!!" she said, breaking into a smile. She had a patch of gray at each temple where her roots had grown out. I liked it actually, and wondered how she'd look if she let her long hair go all gray.

I laughed at her sudden vanity. "I like it, actually. I bet if you let it go all gray, you'd look like Emmylou Harris, the way it hangs down to the middle of your back."

Kelly smiled and thought a moment. "You think so??"

"I do," I said, playing in her hair once more. "I love your hair, and it wouldn't matter to me if it was gray. I think you'd look stunning, especially with your blue eyes. Besides," I said, taking her face in my hands, "you know I'd love you no matter what." We kissed again, deeply. I felt her tits on my chest, soft and bulbous.

As we talked, we were gently rocking back and forth, and I could feel the pressure building as I rocked her clit on the base of my cock, which in turn was pushing me toward the release we craved. Grabbing her ass, I started slowly pushing her back and forth on my cock, making sure the top dragged on her clit. I wanted Kelly to come again before I did, so I could feel her orgasm while I was inside her. Since I had the partial release from Kelly edging me earlier, I was going to be able to hold off my orgasm for a while, and I wanted to give Kelly a good ride.

Kelly was getting close, and I could feel her pussy contracting on me, and her hips occasionally shaking as she had little preshocks. Kelly, who had been letting me guide her motion up and down my cock, now took control, slowing her pace as her breathing picked up. She sank down onto my cock, and I could feel it hit the depths of her pussy. Her hips shook, and she kissed me hard, holding my head with her right hand, and grabbing the hair on my chest in her left. I felt her pussy get suddenly very wet, soaking my cock and running out onto my balls. Kelly broke our kiss, leaned back and let out a yelp. I held her as her orgasm continued to wash over her. I was amazed at how wet she got, soaking my whole crotch with her juices. It was intensely hot. I just held on, knowing that she was going to set me off if she kept up much longer.

"Oh, God, Tom, come inside me, I want your come!!" She ground her pussy into my cock, taking me deep. I started to feel the surge, and grabbed her hips, pulling her hard onto me, driving my cock deep. I held her to me, feeling the come rising.

"I'm coming, Kelly, I'm going to plant my seed in you." Kelly screamed, and I let loose, my first blast hitting her deep, making her moan. Her hips pumped me, and I blew another long burst of semen into her, then another, and several more, filling her to overflowing. I felt the heat as my come spilled back out of her, onto my balls, and dripping onto the seat. Kelly's climax subsided, though she was having aftershocks as my cock continued to pulse inside her, the last of my come oozing from the head into her flooded cunt. She collapsed onto my chest, kissing my neck, then my lips. She looked at me dreamily, still in the haze of climax.

"If you only knew how long I've wanted that," she said softly.

"Probably as long as I have. I've dreamed of this for years. I just never thought it would happen," I replied. "I can see you must have really wanted it, judging by your reaction," I said, kissing Kelly. She blushed, now realizing how much she had yielded to her feelings during our combined orgasm. She reached down, feeling her clit and my cock. She looked at me with an expression of surprise.

"Wow, that's wet!!" Kelly smiled. "I don't think I've ever come that hard." She reached down again, feeling the slickness of my sperm on my cock. "You really did plant your seed in me." She looked at me lovingly. "Too bad it won't do any good. I'm too old, even if I hadn't had all the parts removed."

"It's a nice idea, though, that you'll spend the rest of today with a memory of this moment inside you."

Kelly's eyes met mine. "Yes it is. I'll have it tomorrow, and probably the next day too. I may have to come back and have my memory refreshed after that."

"I have a feeling I'm going to be eating really well," I kidded her.

"And you'll get dessert before dinner most of the time too. I just hope I don't ruin your appetite."

"Not a chance," I said, taking her face in my hand. "You'll just make me hungry for more." We continued to kiss, Kelly staying on me. I could feel come flowing out of Kelly's cunt and over my balls. To my surprise I was staying hard inside her, not something I'm used to at my age. Perhaps it was the excitement of finally getting my cock inside someone I'd wanted for years; maybe it was the fact that Kelly had me gripped tightly in her still pulsing sheath, combined with her gentle rocking on me as our bodies stayed entwined. Either way, I liked it. She did too.

"Wow, you really stay hard!!" she exclaimed quietly.

"You really turn me on," I said. "I told you I'd been waiting a long time for this, now I can't get enough of you." Kelly kept rocking, and I felt my cock stiffen again. After coming the first time, the second round was going to take a while, not that either of us minded. Kelly smiled as she moved on me, then grimaced as she felt my cock hit her deepest reaches, then her hips shook as I hit her deep again. I pushed her ass back, my cock almost coming out of her, then pulled her onto me, letting her clit ride over my shaft. We kissed, hard, and I repeated several more times. Kelly was starting to pant, her breaths short as the pressure on her clit increased, and her excitement rose. I thrust up into her, the swelling head of my dick pounding her insides as her clit rode the top of it. Finally she gasped and cried out as her orgasm hit, her hips going a mile a minute as she came on me, her pussy gushing woman come onto my cock and balls, soaking my crotch. She kissed me hard, harder than before as she worked her cunt all over my cock, then finally pounding into me as she reached the top of her orgasm. She held me tight as she came, and I felt every part of her-tits, belly, pussy, thighs-tighten around me, her body completely tensed. Then she relaxed with a deep sigh. She pulled her face away, and I saw a look of complete satisfaction, mixed with desire. I also saw in her eyes a look of softness and love, deeper than I had seen til now. She leaned to me, kissing me softly, deeply, passionately, a kiss I returned eagerly. As I kissed her, my cock still hard in her soaking pussy, I felt an intimate connection I had not ever felt with anyone til then.

Kelly let out a long sigh, looked at me, then kissed me again, shorter than the previous kiss, but just as loving. "I haven't felt like that in a long time. I love the way you feel inside me. I want to stay like this all day, but my knees aren't cooperating."

"Then let's go somewhere a little more comfortable," I said, taking her hands. "Push. I'll help you up." Kelly put her weight on my hands, pushing herself up. My cock flopped onto my belly as she rose and it slid out of her, still hard. A moment later a long string of semen dripped from her as she stood in front of me. Kelly smiled as she caught it, then pushed it back inside her overflowing pussy. I stood up, and taking her by the hand, led her down the hall to the bedroom, Kelly shuddering as more come rolled down her thigh, her gait making it spill from her.

Kelly got there first, climbing onto the bed and lying back on the pillows. She raised her right leg, her pussy opening as her legs spread. A thick flow of semen spilled from it, easy to see against the dark red hair surrounding her open labia. "You look good enough to eat," I said, taking in the splendid view.

"You're in for one messy dessert," said Kelly, pushing my come back inside her. I got on the bed and knelt between her thighs.

"I wouldn't miss this taste treat for anything." I leaned forward, my mouth now midway up her left thigh. I kissed along the inside of her leg, licking the trail of come that had slipped down to her knee while she was walking back to the bedroom. Kelly giggled as I teased her, licking just lightly enough to tickle. I licked up around her bush, pushing the come that had run down her leg into the thick hair. Kelly giggled again as I played my tongue through her pubes, then sighed heavily as I licked between her slippery labia. I lingered at the opening to her cunt, then licked up and over her clit, playing my tongue on it for a moment, then licking back down Kelly's pussy, then back up, tugging on her big, open lips.

Kelly sighed again. "You're going to get a really sloppy dessert if you keep that up."

"Hope so," I said, in between licks. I slowly licked between Kelly's labia, tasting the mix of her come mixed with mine. "This is better than brownies." When I reached the top of her slit, I latched onto her clit and sucked hard. Kelly moaned loudly, then went off like a bomb, her hips thrusting into my face, her pussy getting a lot wetter than it was a moment ago. I held on long enough to get the flow of juice over my face, then let go, moving up so I was directly above her, my cock poised to enter her spasming twat.

"Put it in me, put it in me. I want your big stiff dick inside me!!" I kissed Kelly hard as she grabbed my cock and pulled it to her. We held our kiss for a long time as I entered her forcefully, again making her moan, her hips quivering, then slowly started pounding her, my cock going all the way inside her, my balls slapping on her ample ass. I was in heaven, balling a woman I'd had a crush on for years, finding out that the reality of it was far better than anything I had ever imagined. Kelly was enjoying the ride as least as much as I was, as she was getting progressively wetter as I banged into her pussy. I felt her flood over me, and held my cock inside her while she came, her face contorting as her orgasm washed over her. When she came down, she pulled my face to hers, kissing me sweetly. "That was so nice," she said, her blue eyes looking up at me dreamily. "For all the times I've thought of you doing this, it's way better than I ever dreamed."

"You've thought of us doing this?? You naughty girl." I teased her.

Kelly blushed. "Well, yeah, I have thought of sex with you on occasion. I never thought it would really happen."

"It can happen any time you want. Just stop over." I pulled out of Kelly, and lay down on the bed, rolling her half onto her side so that my left leg was against hers. I put her right leg over me, and positioned my cock so it was poking into the thick hair around her labia. I played it over her clit, making her jump, then slowly entered her, going about halfway inside her soaking pussy. I reached around her, taking her left tit in my hand, playing with it and teasing the nipple. Kelly turned her head toward me, kissing me, a long, gentle kiss that was full of desire. I moved my hand to her right breast, playing with it for a few moments, then ran my hand down her belly til I found curly hair, slowly making circles til I found her clit. I had started slowly stroking in and out of her as we kissed and I played with her tits, so she was again on the way to another orgasm. I played with her clit as I stroked, and I soon heard her breaths get short as she got closer to her climax.

"This is great. I love how you make me feel," said Kelly, panting out the words as I built her toward the next peak. "I love your touch, how you know how to tease me so good." I flicked her clit from side to side, then pushed my cock deep, my balls resting on her ass again. Kelly let out a loud moan, then her hips flexed as her pussy gushed over my dick. "Oh, God, I love how you make me come. I haven't come this much in 35 years. God I don't want this to stop. How many times are you going to make me come today??"

"As many as I can," I replied. "I don't know that I'll ever get this chance again. The turn on is the turning on. I want to make you feel as good as I can, because it makes me feel good too that I'm giving a dear friend some good loving."

Kelly looked at me. "Don't worry." She kissed me. "You'll get lots more chances."

"Good," I said. "I'm not done yet." I pulled out of Kelly, this time getting her up onto her hands and knees. ''

"What are you doing??" asked Kelly, with a laugh.

"Getting your ready for the next round," I said, moving her legs apart so I could get behind her. I pushed my cockhead against her clit and teased her labia as I lined up behind her.

"Oh...OH!!" exclaimed Kelly as I played in her wet and tangled fur pie, then entered her. She ground her hips into me as I bottomed out, again crying out as my balls, now hanging low after my first come, slapped into her clit. Again, I slowly but firmly pumped in and out of her, making sure my balls hit her sweet spot on every stroke. I leaned forward and played with her tits while I pounded her from behind. It didn't take five minutes, and Kelly was going into a long moan as I worked her pussy and clit hard. Again I felt the flood of her orgasm as she came on my cock, my balls resting on her clit as I held my dick deep in her convulsing cunt. I pulled back, my cock sliding out of her with a slurp. I helped her down, and she rolled onto her back, her legs spread, dark triangle of hair framing her open slit.

I looked at Kelly lying before me, her tits flopped to the side, her wet, tangled, dripping muff open for me, her thick legs open, inviting me to get between them. Our eyes met. "You're gorgeous," I said to her softly. Kelly opened her mouth to speak. I hushed her. "I know you think you're not, but you can't tell me different. You're a dear, sweet, beautiful friend, and I adore you." Kelly just looked up at me. I could see tears welling up in her eyes. "Now it's time for us to finish this together."

Kelly broke into a smile as I lowered myself to her, my bobbing cock pointing toward her awaiting vagina. I pushed the head to her lips, she grabbed my ass, and I entered her, easily reaching her deepest recesses. I let my balls rest on her ass for a moment while we kissed. I slowly started to stroke as Kelly, her hands still gripping my ass cheeks, pulled me into her. I felt her hips meet me as I pushed into her, increasing the friction on my cock. After almost 45 minutes of being inside her, and making her come multiple times, I was now almost there for the second time of the afternoon. Kelly sensed it too; I could tell by her breathing that she was on the brink of another orgasm. I pulled out enough to stroke the head of my cock on her clit, playing it over her love button and just inside her pussy. When I heard her catch her breath, I pushed in deep, sending her over the edge. She cried out as her orgasm hit, and I felt her clutching pussy grab me tight.

"Come with me!! Come in my pussy while I'm coming. Oh, God, I want your hot sweet come inside me." Kelly kissed me hard, and I plunged as deep as I could, the head of my cock poking the back of her cunt.

I broke our kiss. I was feeling the irresistible urge of release. I looked down at Kelly, who was regaining her wits. "I'm coming, Kelly, sweetie. I'm going to fill you again." Kelly looked up at me, her face red, her hair disheveled. She was beautiful.

"Give it to me, baby. I want to feel your hot love in me." Her still pulsing pussy was squeezing me, and I let go a long blast of sperm deep into her, then another, then more. Kelly closed her legs around me as I came, clamping tight as she had a powerful aftershock that was set off when I started to come. Her mouth opened to cry out, but she didn't make a sound as her new orgasm hit her. Finally we both finished, and I felt her legs let go, dropping to the bed. I stayed on her a few more minutes, enjoying the feel of my cock in her fully spermed twat. After about five minutes, I pulled off her, kneeling between her legs as I steadied myself. Kelly giggled, then I saw the reason for her amusement, as a long thick stream of semen spilled from between her labia, which were slowly closing up. I went down to lick her, pushing my come back in her pussy. The contact on her pussy lips and clit made her jump. I crawled up next to her, kissed her, and lay down beside her, guiding her head to me, so she could lie on my chest. I kissed her again as her head lay on my shoulder, and she played in the hair on my chest.

We just lay there for a few minutes, catching our breath, the intensity of our lovemaking having drained us two old folks. Kelly spoke first. She looked at me, kissed me, and said, "I should probably get home. I left the house at 8, it's now," she looked over me at the alarm clock, "wow, after two. Walter's going to think we ran off together."

"Don't think I'm not tempted," I said, kissing Kelly's head. "It wouldn't be like this every day, but I'll make you feel good as much as I can. You know I adore you."

Kelly hugged me and hooked her left leg over mine. "Don't think I'm not tempted either. I haven't had sex this intense in a long time." She looked over at me. "I adore you too." She kissed me. "But for now, at least, I have to get back." Kelly got up and walked toward the bath with an erratic gait.

"You OK??" I called to her. "You look a little wobbly."

"Might be the two hours of pounding this old body just took," said Kelly, looking over her shoulder at me.

"Somebody must have the hots for you," I teased.

"I think so," said Kelly, blowing me a kiss. I watched her full and shapely ass go into the bathroom. A moment later the shower came on. I got up, went in and joined her. I was spent, and I knew she had to get home, but I wanted to share our last few moments. "You're ready again!?!?"

"No," I replied, laughing. "I wish. You'd never get out of here. I just wanted to be with you for a little longer, even if it was just to feel your body with mine as we washed off."

Kelly looked up into my eyes, then kissed me. "I'd like that too," she said softly. We had a nice shower together, lathering each other up, and enjoying the feel of each other. I soaped up Kelly's tits, then rinsed them, then her belly. She tried to keep me away from that part of her, but I stood up and took her hands in mine.