Cleveland Dreams

Penny moaned. "You're making me feel so good." She was running her hands over her breasts, squeezing her nipples between her fingers and tracing her nails over the tender flesh.

Her pubic hair was dark, like the hair on her head, but soft and fine. Her scent filled my nostrils as I neared her opening and her legs slowly spread, revealing her to me. Looking up, the sight of her was incredible, this beautiful, lustful woman, huge breasts rising and falling, giving herself to me.

I wanted to please her like she had never been pleased before, to make love to her so she felt like a precious gem. I dropped my head between her thighs and slowly licked the soft flesh on either side of me. Penny lifted off the bed. "Yes, I want it," she gasped.

I brushed my lips across her most secret place, letting her anticipation build. On the fourth or fifth pass I let my tongue glide over the surface of her lips, and Penny exhaled sharply. My tongue explored the length of her opening, from the top near her clit down to the bottom, where it led to her ass. She was delicious, and I licked up every drop of her excitement. Her clit engorged to full size, and I let my tongue flick at it in passing. Penny gasped at each of these touches. Finally I let my tongue settle on the swollen bud, and feather it with licks of increasing pressure.

Penny's excitement built quickly, but I wasn't ready to take her to the end yet. Her thighs started to clench and I could sense her climax building - time to move elsewhere. She whimpered as I left her clit, but groaned deeply as my tongue found her opening and slipped inside. I fucked her with the length of my tongue, and then returned to her clit to take her to the edge again. A few more teasing switches like this and Penny's hands wound into my hair to hold me in place. I understood, and stayed with her clit.

"Ahhhh...oh, David!" Penny cried. Her thighs practically went into spasms and clamped around my head as her hips rose up to push her pussy into my face. Then there was a gush of wetness as her orgasm began. I managed to keep my tongue on her clit as we rode out her orgasm together, until she relaxed back onto the bed and pulled my face up.

"Oh baby...baby," she said. "Come up here so I can kiss you."

I kissed her thoroughly and settled my head on her pillowy breasts. I could hear her heart still racing in her chest as she came down from the orgasm.

"Thank you, my lover," Penny murmured as she got her breath back. "That was definitely what I needed."

"I'm glad I made you happy," I answered. "We can do it again if you like."

"Not right now," she replied. "It's my turn to please you."

With that she rolled me over with the skill of a wrestler and I found myself under her. Her breasts were in my face, so I took advantage of that happy fact to use my mouth and tongue on them. Penny laughed softly and rocked her upper body to gently rub them across my face.

"Can't get enough of them, can you?" she asked playfully.

"Well, you did put them in my face," I retorted, somewhat muffled by her soft flesh.

"Let's see what's down here," Penny purred sensuously as she began to slide down my body. Her breasts were two exciting pressure points as she moved down my chest and stomach. They moved heavily over my cock and onto my thighs.

"What a lovely cock," she said, holding my erection up for examination. She wrapped one hand around the hard shaft and began to stroke me. I groaned at the sensation of her hand and lay back to enjoy her attention. The feeling only got better when I felt her lips touch the tip of my cock, then slowly slide down my shaft. She took my full length on that first plunge, her tongue on the underside of my shaft as her nose pressed into my pubic hair. She made some kind of swallowing motion and I felt her throat ripple around me as she tongued me. Then she tightened her lips, sucked hard and brought her mouth back up to the crown of my cock, lashing it with her tongue.

I arched my back and instinctively thrust at her mouth. She took my length easily, making me groan as I felt her mouth and throat enveloping my cock. "Ah, that's fantastic," I gasped. "How do you do that?"

Penny lifted off my cock and smiled at me. "I don't have much of a gag reflex, so it doesn't bother me - and you seem to like it. Now, let me satisfy you." For the next ten minutes she tried to do exactly that. Penny lavished attention of every kind on my cock, licking it, sucking it, stroking it with her hand. I came to the edge a few times, but never went over, always thinking of other things I would like to do to and with her. As much as I wanted to climax into the warmth of her mouth I couldn't let go.

"Am I doing something wrong?" Penny finally asked. "Why aren't you cuming?"

"Because I want to love you in other ways too, and I don't want to wait to recover," I explained. "Believe me, you're doing incredible things to me - I just want all of you."

Penny responded by sliding her body up the length of mine until she was on top of me. "Then take me," she said huskily. I kissed her deeply, winding my fingers into her long dark hair. The kiss went on for minutes; we melted together just from our mouths and tongues meshing. After a near-eternity of this my hands stroked a path down her body to hold her ass, shifting her position so my cock was rubbing against her clit.

"I want you inside me," she whispered.

"And I want to be inside you," I answered. Penny rose up and let my erection move up with her, probing at her mound but not entering her. She braced herself with her hands on the bed on either side of me; this had the effect of pushing her wonderful breasts together and forward. We moved together until my cock was at her entrance, then kissed deeply again. At the peak of the kiss she slid slowly down my shaft, engulfing my length in the exquisite velvet of her pussy.

We both gasped at the incredible sensation of our joining; it was a moment that was precious and special in every way. Penny began to rock her hips slowly and sensuously, grinding her clit on my pubic bone and sliding me in and out of her slickness.

"Oh, you feel so good inside me," she sighed.

"Mmmm-Hmmm," I agreed. I reached up to fondle her fantastic tits, rolling her nipples between my fingers. Penny soon had a small orgasm and, shaking, she collapsed on my chest. I left her breasts and moved my hands to her ass, guiding her hips through the climax as I fucked her.

"Oh baby, keep fucking me," she moaned. She rose up on her elbows and offered her tits to me. "Suck my nipples, suck them hard." I curled my tongue around each nipple in turn, all the time sliding my cock in and out of her incredible pussy. As I felt her second climax grow I sucked hard on her right breast while rolling her left nipple in my fingers. My right hand was on the full cheek of her ass, rocking her onto my cock.

"Oh! I'm going to cum again, oh! Fuck me!" I fucked her as the orgasm built and finally broke over her. Penny groaned loudly and froze in place as she climaxed, the waves of orgasm seeming to synch themselves to the rhythm of my cock and mouth. She slowly relaxed as her climax faded and she settled onto my chest.

"That was incredible," she murmured in total satisfaction. Then she realized that I was still inside her and erect. "But you haven't cum yet. Am I doing something wrong?"

"Not at all," I rushed to reassure her. "I'm thoroughly excited, but I was so intent on pleasing you I couldn't let myself go."

"And you certainly did please me," she sighed. "But now it's your turn, and I know exactly what you want." She slowly raised herself off me, my cock reluctantly leaving her. She reached over to the drawer of her night table and found a bottle of lotion. Squeezing lotion into each hand she rubbed a generous amount onto each of her breasts, until they shone with slickness. An extra squeeze went between her breasts, and she lay back on the bed.

"I want your cock between my breasts," she whispered.

"Anything to please my lady," I pronounced. I moved to straddle her chest, making sure not to put my weight on her. Penny pushed her breasts together and I slid my cock into the warm depths of her tits. The feeling was incredible as the slickness of the lotion and the softness of her breasts gripped my shaft. My cock tingled as I moved it forward through the wonderful tunnel of flesh. As the head of my cock poked through the top Penny licked it in welcome.

"Let me watch you fuck my tits," she whispered erotically. "I want you to fuck them until you cum all over me."

I watched her lovely face, intent on my cock, as I fucked into the valley of her tits. The sensation was almost unbearable, and the eroticism of it all too much. Penny's nipples were squeezed close to each other as she surrounded my cock with her breasts. Her lovely face, those incredible tits...it was a matter of a few minutes before I felt my own orgasm building. I relaxed and let myself go, let the sensation build until I couldn't stop it no matter what I did. And then my vision blurred, my cock exploded, and I felt as incredible rush of cum pump through my cock, pulse after pulse until I was totally drained.

I came out of my orgasmic trance when Penny spoke. "My goodness, I think you needed this more than I did," she said huskily. I opened my eyes to an unforgettable vision. Not only had I painted the cleft between her heaving tits, but most of her face as well. Cum coated her throat and chin, streaked across one cheek and eye, went across her forehead and drew a ragged white line in her raven hair. She licked her lips, capturing the cum that had been deposited there.

"I'm so sorry," I started to apologize.

"No, I love it," she quickly said, interrupting me. "I think it's sexy, and a little dirty, that you came all over my face. I must be a sight."

"You are," I assured her. "A vision of loveliness."

Penny wiped off most of the cum that was covering her and we settled back on the bed to rest. We both drifted off to sleep for a while; when I woke I found myself spooned against her back, my cock nestled in the crease of her lovely ass. I very quickly developed an erection as I felt her against me and at some point my arousal woke her.

"Mmmm," she purred, as she rubbed her backside against my hardness. "He's ready for more, I see. I thought I had satisfied him."

"You did," I assured her. "But he's a greedy thing when you get down to it. And you're inspiring." I moved my hand around her arm to cup one full breast. Penny's nipple hardened at my touch.

"Maybe he's not the only one who's greedy," I noted.

"Maybe," she said softly. Her hand went between her legs to guide my cock into her warmth. My shaft rubbed against both of her inviting openings, but I assumed we were going to make love conventionally again. I moved to the opening of her pussy and began to enter her.

"Mmm, wait," Penny said. She reached for the lotion again and put some into her hand. Reaching down, she spread the lotion over my cock.

"Remember how I like to say and hear dirty things?" she asked me. "Here's another one," she said breathlessly. "I want you to fuck my ass."

Having once thought I knew this woman, I was amazed but also thrilled. I shifted to move my cock back to her rear when she stopped me again.

"Let's do this right," she said, moving to get on her knees, with her face on the bed. I got up and moved behind her.

"You have a fantastic ass, you know," I said as I admired the sight before me. I took the lotion and was ready to anoint her with it, but her puckered asshole stopped me. First I had to do something - I moved in and flicked my tongue over it. Penny giggled and bobbed that firm ass in my face. Parting her cheeks with one hand I lubed her tight hole with the other, my finger slowly penetrating her. She was breathing faster now, and one of her hands went between her legs to rub her juicy cunt.

Removing my finger, I gave each of her buttocks a quick kiss, and then patted her firmness as I got into position. Knowing the words would excite her I asked, "Are you ready for me to fuck your ass?" She nodded quickly. I clutched her cheeks, one in each hand, and opened her backside wider as I moved closer. My hard-on was throbbing in anticipation as I rubbed it over her globes, and then pressed the tip against her opening.

Penny moaned and trembled as I slowly and steadily started pushing in. She moaned more loudly as I entered her and gasped a few times, her hands now gripping the bed sheets. I could feel her tight asshole throbbing against my shaft.

When I had about five inches inside her I paused for a moment, letting us both catch our breath. Her moans were constant now as she urged me to fill her. I pushed in the last few inches and began to fuck that fine ass. Penny hissed for me to go slowly, so I did, but she was soon pushing herself back onto my shaft, and we really got into it.

Penny's ass was hot and tight, and her moans and gasps turned me on even more as I gripped her hips and fucked her. I lowered myself against her back and reach around her to cup her pendulous breasts, squeezing her nipples between my fingers.

"You like my cock filling your ass?" I asked her, knowing it would make her even hotter.

"God, yes," she moaned. I moved one hand to her clit and she jumped like she had been shocked. Fucking her faster, I rolled her clit against her pubic bone, and then it hit us both almost simultaneously. I felt her body shake with orgasm as my cock erupted, shooting streams of semen deep into her backside. We collapsed in a heap as our orgasms wound down, with me on top of her. After a few minutes I rolled off and sat up. Her gaping ass was in front of me, red from the friction of our joining. I leaned over to kiss the redness.

"That was so erotic," Penny whispered as she rolled onto her side. "And so dirty at the same time. I loved it."

"This has been a very special day," I told her as I leaned in to kiss her.

"And we have the rest of the weekend to think of other dirty things to do," she grinned. "In fact, I think you should check out of your hotel and stay here with me. Then we would have more time to do them."

I did just that, and then we did too.