All Grown Up Ch. 03

Note: If you haven't already, read All Grown Up Ch. 01 & Ch. 02, which are prequels to this story.

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When I drove my old friend Kim from the airport in Denver down to her daughter's college campus in Colorado Springs, with a brief stop for some fucking, I didn't just pull over and drop her off. I parked and helped her find her daughter's dorm then met her daughter and husband, hoping they wouldn't detect that we'd been naked in the back of my SUV during a stop along the drive down. Everything seemed cool and, before I overstayed my welcome, I got ready to take my leave. I did jot down my contact information for Zoe since her parents would be almost 2,000 miles away once they were back home. I told her that she shouldn't hesitate to reach out if there was anything I could help her out with but I didn't really expect to hear from her since the college had plenty of resources available for students.

As it turned out, it was just a few months later when I heard from Zoe but it wasn't because she needed anything. She and some of her new friends were heading up to Denver for the night but her friends had tickets to see the Avalanche play which was something she had no interest in. She was tagging along to hang out with them after the game but would have a few hours free when they arrived. Since she didn't know anyone else in the area, she wanted to know if I was interested in meeting for dinner. The hotel where they were staying was downtown, which was where I worked, so it would be convenient to meet and there were plenty of places to eat, though I suspect the hotel location was chosen for their night out after the Avalanche game.

I met her in the hotel lobby and we headed out to one of my favorite dinner spots. We didn't have anything to drink since she was only 18 but I wondered whether she had a fake ID if she was heading out later that night. Dinner was fun and it was interesting to hear about her childhood, being raised by one of my old friends. She gave no indication that she knew anything about my history with her mom and, based on what happened between us later that evening, I was pretty confident that she was completely unaware that we'd been lovers. Once we'd wrapped up dinner, the Avs game was barely underway and I didn't want to leave her with nothing to do but it turned out that she already had a plan.

"I suppose you could show me around downtown Denver," she said, "or we could take advantage of a hotel room that will be empty for the next couple of hours."

"Seriously?" I asked, not sure if she was kidding or not.

"Absolutely," she replied, "I've been thinking about you since you dropped off my mom, trying to come up with an excuse to see you and hoping you'd be interested."

"I'm flattered and completely surprised," I told her, "and definitely interested as long as this is something that stays just between the two of us."

"You certainly don't have to worry about me telling my mom or my dad, for sure," she said, "but, yeah, I'm good with keeping it discreet."

"Okay," I replied, "let's go back to your hotel."

We kept things innocent until we were in the hotel elevator then slipped into each other's arms and our lips met. My cock was stiffening against her as our tongues explored each other's mouths. I had to imagine that her pussy was quite wet, especially if she'd been anticipating this for longer than I had. Not that I needed an excuse, but this thought just made me want to devour her pussy. Once we were inside the hotel room, she locked it up tight so we wouldn't be interrupted even if her friends returned early, which was unlikely. There were two queen-size beds so, at the end of one of them, I started to raise Zoe's dress up over her head. I hadn't felt a zipper or any other fastenings so I figured this was how it went on and off. She didn't suggest otherwise, just raised her arms, then stood there before me in matching bra and panties. Her tits looked outstanding and she had some nice curves so I was tempted to take a quick photo but figured that could be done later or she could send me some. I reached out to fondle her tits through her bra then reached back to unfasten it. As I slid it down her arms and her tits were revealed, I couldn't believe my good fortune.

I tossed her bra aside and fondled her bare tits, lightly caressing her hard nipples before lowering my head to lick and suck them. She moaned and ran her fingers through my hair while I continued to caress the soft, smooth flesh. When my hands ultimately dropped down to her ass, I discovered that she was wearing a thong and wanted to see how it looked before stripping it off. I straightened up, admired her tits for another moment then had her turn around so that I could see her ass, which looked awesome with the narrow strip of fabric running between her cheeks. I dropped to my knees and ran my hands over the soft, smooth flesh of her ass before sliding the thong down. Once she'd stepped out of it, I turned her around again and was staring at a beautifully groomed brown bush. It was cropped short and had distinct edges which made me think of my younger days before a fully mowed lawn had become the popular style. I kissed her abdomen and hips then had her sit on the end of the bed.

She parted her legs and I lowered my face toward her pussy, running my tongue along her slit and tasting the juices that were flowing. She moaned and lay back, supporting herself on her elbows. When I looked up along her body, her tits were pointing toward the ceiling and I knew I'd be laying my cock between them before the night was over. At the moment, however, as I lapped up the flood of pungent nectar from her pussy, I was perfectly content to remain where I was. It did not surprise me that her pussy was so wet if, as she'd indicated, she'd been looking for an excuse to see me and, when we finally planned to meet up, she had intended to seduce me and it was finally happening. I'm not sure what it was about me that had her so fired up but, since we were both consenting adults, I had no problem with helping her achieve her goal. My goal was to make sure she left Denver with no regrets about pursuing me but with recollections of multiple, highly-pleasurable orgasms.

When I slipped a finger into her pussy, I was surprised not only by how tight she was but also by how easily my finger slipped in despite that. I knew slipping my cock into her was going to feel absolutely incredible but I wasn't quite ready to go there yet. Initially, I was just planning to make sure she came first but, after slipping my finger into her and licking her clit, she started shaking almost immediately as she experienced an orgasm. I hadn't been expecting that and still wanted to spend some time eating her pussy so I just continued to lick and suck her clit while sliding my finger in and out as she was cumming and once she'd finished. I assumed that she must have been even more worked up by the anticipation than I'd expected. She didn't try to stop me to move on to something else and, shortly after her first orgasm, she was moaning again as she was building up toward another. Glancing up again, I noticed that her eyes were closed and her expression was alternating between a big smile and a look of intense pleasure.

I wasn't sure how long it would take before she built up to another orgasm but when she started tensing up pretty soon after the first one, I suspected that it wouldn't be long. That she seemed to be having no trouble cumming surprised me a bit due to her age but, again, the anticipation undoubtedly helped. Also, with the second presumably building off the first, she likely didn't have as far to go for either compared to if I'd been the one initiating the seduction to her surprise. Either way, the combination of her being ready for it and me having a bit of experience and a real appreciation for eating pussy, she was soon cumming once again. This orgasm appeared to be at least as intense and pleasurable as the first one had been and I continued eating her through it once again. In fact, once she'd ridden this one out, I ate her through a couple more before finally giving my tongue a break.

I stood as she was recovering from the last one, looking over her hot, curvy, naked body as I first removed my shirt then started to open my pants. She was watching me and, as I pushed my pants and underwear down, freeing my cock, she sat up. She took my rigid cock in her hand as I stepped out of my pants and underwear, pumped it briefly then lowered her head and engulfed it in her hot mouth. I moaned as she slid her lips up and down my cock just long enough to let me know that she knew what she was doing. When she raised her head, she looked up at me and smiled, then turned and crawled up the bed, her ass aimed at me and her pussy peeking between her thighs below it. As I was climbing onto the bed on my knees, she stopped but remained on all-fours, looking back over her shoulder. When I was close enough to run my hands over her ass, she dropped her head down onto the bedspread.

Since my cock was aching for more attention after that brief sucking, I slipped it into her from behind. Her pussy was incredibly hot, wet and snug so we were both moaning as I pushed all the way in until my hips were pressed against her ass. Holding her hips, I slowly slid it out then back in again, savoring the feel of her pussy as it gripped my tool while gradually increasing my pace. Once I had a good rhythm going, I slipped my hands forward and cupped her swinging tits, hefting the soft, smooth globes in my hands. She was moaning steadily and pushing back against my incoming thrusts, not trying to get me to fuck her harder or faster, just going for as much penetration as possible. We were synched up pretty well so I was enjoying the grip of her pussy along the full length of my shaft and she was enjoying the full length of my shaft penetrating her pussy.

I was immensely glad that Zoe not only had made the initial overture and invited me to fuck her but that she wasn't shy or coy about what she wanted. It also pleased me that she apparently knew her body well enough that achieving orgasms was not a difficult task for her. As we continued fucking, and I fondled her swinging breasts, her moaning was becoming louder and more continuous. Her pussy was also unbelievably becoming even hotter and wetter than it already had been. The pleasure I was experiencing continued to build to unprecedented levels and I would have been happy to keep fucking her until we both exploded. She ended up exploding first, figuratively at least, when she pushed back and held there then her entire body started shaking as she cried out. I thrust into her a few more times as she was cumming, savoring the increased flow of lubrication resulting from her orgasm. It appeared to be at least as intensely pleasurable as the ones when I'd been eating her pussy and I didn't slip my cock out of her until I was absolutely certain that she'd finished cumming.

Once my cock had vacated her pussy, I had her roll over onto her back and moved up to straddle her. I lay my cock between her succulent tits then squeezed them together around it and started to slowly fuck them. The feel of the soft, smooth flesh against my cock was amazing even after just pulling out of her snug, slippery pussy. I also most definitely appreciated the feel of her tits in my hands, as well. I was lightly brushing my thumbs over her hard nipples as I was sliding my cock between her big beauties, hoping that she was getting at least something out of this. Of course, given that she'd already cum multiple times, I was sure that she'd forgive me for focusing on my own pleasure for the moment.

I maintained a slow pace, relishing the feel of my cock sliding between her tits as my orgasm began to build. Her attention was on my cockhead as it repeatedly appeared from between her tits while mine was on her tits themselves, though I'd occasionally glance up at her face, partly to see her attention fixed on my cockhead and partly just because she was cute and pleasant to look at. I considered moving up and slipping my cock back into her mouth as I was approaching my orgasm but, since we had a lot of time still before her friends would be back, I decided I'd rather have more time to enjoy her oral skills. I continued to fuck her luscious tits as my cock grew thicker and the pleasure reached a pinnacle. Finally, with a grunt I started to spew onto her sternum. Her eyes went wide as ropes of cum spurted from my cock but none had the momentum to reach her face. I didn't stop sliding my cock between her tits until I was fully spent and beginning to soften. As I moved to lie beside her, she was spreading my cum around and licking it off of her fingers as she did.

"I wonder how much more time we have before my friends get back," she pondered.

"That's easy enough to figure out," I replied, "just turn on the game."

I grabbed the remote, turned on the TV and navigated to the correct channel as she continued to clean up my cum. The first period was just wrapping up so her friends must have headed over pretty early for us to still have so much time.

"So, what does that mean?" she asked, after watching for a moment.

"Two intermissions and two more periods, plus travel time back from the arena," I said, "means we probably still have about two hours before I'd need to be gone and you'd want to be dressed and ready."

"Awesome," she said with a big smile, "that still gives us a lot of time to play."

"And maybe some time for me to take some pictures?" I asked.

"What kind of pictures?" she asked in response.

"You naked, you in bra and thong, you holding up your dress to show off your bra and thong," I replied, "Stuff I can jerk off to when I can't see you."

"I'll be more than happy to text you some photos if I'm stuck down in the Springs," she said, "but I'll pose for you, too. Is your phone handy?"

I got up and fetched my phone, set it to camera mode and photographed Zoe as she sprawled out on the hotel bed naked. I moved in for some close-ups of her pussy and tits, had her roll over onto all-fours and shot her ass and her tits dangling. I also made sure to get her face in as many as I could. By the time I'd shot a bunch, I was getting pretty aroused again so I assumed she was, too. Kneeling beside her, I started to caress her pussy, running a finger between her lips and over her clit. She moaned and rolled toward me so that she could wrap her lips around my cock. I got a few nice photos of that before setting my phone aside and just enjoying it. Her pussy was incredibly wet again so, once my cock had reached full rigidity, I moved to lie beside her as she got up to straddle me.

I watched her tits swinging and bouncing as she moved, thinking maybe I should have shot some video, too. She grasped my cock and guided it toward her pussy, then lowered herself onto it as we both moaned. Her snug, slippery pussy engulfed my cock once again and she sat there for a moment, feeling it filling her, before starting to slowly move up and down. My hands, of course, went right to her tits, caressing the soft, smooth flesh and brushing over her hard nipples. I was glad that the light was on so that I could admire her body as she was riding my cock. I'd glance up occasionally to see the look on her face, which gave a clear indication of the pleasure that she was feeling. Mostly, though, I was gazing at her tits as my hands moved over and around them. As she was riding me harder and faster, her tits were really starting to bounce, so I moved my hands down to her waist then around to her ass. While I was caressing her ass and pushing up into her pussy each time she dropped down on me, I was watching her luscious tits bouncing.

Her pussy felt incredible as it slid up and down my cock but I didn't really feel like I was in danger of cumming too quickly despite that. This, of course, was good because I still wanted to savor her oral skills for as long as possible once she had cum again. I didn't have to think about baseball to hold off my orgasm; I was able to enjoy the feel of her snug, slippery pussy moving up and down my shaft. Zoe, on the other hand, seemed to be building up pretty quickly toward another orgasm, which I found not only impressive once again because of her age but I also appreciated that it took some of the pressure off of me to make sure that she came before I did. Her tits were bouncing hypnotically as she rode me harder and faster, moaning louder and longer as she did. Knowing that she was on the verge of cumming and that we wouldn't have time for a third round before I had to leave, I was focused on the pleasurable feeling of her pussy sliding up and down my cock. I could have closed my eyes to focus more on just that feeling but there was no way I could take my eyes off of her bouncing tits.

She dropped down onto my cock and just sat there quietly for a moment before letting out a cry as her entire body started shaking. I watched the expression on her face as it showed intense pleasure then returned my gaze to her tits and brought my hands around to fondle them again. Once she'd ridden out another long and intense orgasm, she remained seated on my cock for a moment as she was catching her breath, then started to move backwards, my cock slipping out of her. I didn't mind too much when her tits moved out of reach because I had a good idea what was coming. She positioned herself between my legs and, after gently pumping my cock, she held it by the base and wrapped her lips around it. I moaned as her hot mouth engulfed my cock and she started sucking me off while pumping the base. She was definitely no slouch when it came to cocksucking. I pulled the pillows under my head so that I could watch her as my cock disappeared repeatedly into her mouth.

She glanced up occasionally but was mostly just focused on sucking me off and it didn't take long before her considerable skills had my orgasm building up. I was able to enjoy the pleasure provided by her mouth for a sufficient length of time so, when my cock started to swell even more as my orgasm was imminent, I wasn't disappointed that I wouldn't be experiencing it for much longer. I also had a strong suspicion that, based on how well this night had turned out, we'd be seeing each other naked again. When I finally started spewing into her mouth, I let out a moan as I savored the pleasurable feeling. She easily swallowed my load and continued to suck me off until I was fully spent. Once my cock started to soften, she let if fall from her mouth and looked up at me.

"Outstanding," I told her, beckoning for her to come up closer. She crawled up and snuggled next to me, our naked bodies pressed together. We watched the hockey game as it was nearing the end of regulation and appeared that it would finish on time. Once it did, we knew we'd still have more than half-an-hour before her friends would make it back but she'd need to be presentable when they arrived and I still wanted photos. We remained naked in each other's arms for as long as we could but, as time ran down, we got up and started to gather our clothing. I grabbed my camera and took some photos of Zoe still naked then, as I'd requested, some with just her thong, thong and bra, dress hiked up to show off thong and bra and I even took some fully dressed. I got dressed myself as she was touching up her hair and makeup then she accompanied me down to the lobby. We made out in the elevator a bit more but, in the lobby, kept it low key. Before I left, we talked about the potential for getting together again and we were definitely both motivated by how the night had gone. We agreed to think about how we could see each other while remaining discreet and to remain in close touch. In fact, before I'd even made it home, Zoe texted me some more photos that she took of herself while waiting for her friends to return.