Making of a Sub: Liz Ch. 03

Liz was 45, or "ish" as I never asked her age.

Long smooth chestnut hair that fell below her shoulders she was just over 5 feet tall and had gravity drying C cups and strong athletic legs consistent with her medium frame which led to the most wonderful bubble butt.

"Take my shirt off." Standing there she had to stretch to get it over my head which exposed her sides and wonderful tits.

"Stop! Stand like that."

Liz had her arms up over her head and I ran my hands down her sides focussing on the sensitive parts under her arms and in the sides of her breasts. They were really warm which surprised me given how cool the room was. Her nipples were sticking out their full half inch but the dark circle surrounding them hadn't engorged yet.

She was smooth as a baby's bottom and I was guessing that she was visiting El's spa again since I introduced her to the delights of the women's only boudoir.

Taking my right hand, I ran my forefinger down her sternum and under one breasts and then the other. My left hand drifted down the outside of her right thigh and back up and around to her ass cheek. I increased my pressure so that her cheek was pulled away from her crack.

I could hear her "mmmmmm" as she exhaled the breath she had been holding and leaned forward into me a little, close enough for me to get a scent of jasmine from her hair. Yes, she was at El's just before she hooked up with me.

"Squat" I said. "Take my pants off".

As I looked down I could see something was different. "You've lost weight?"

When I first met her with her husband some six weeks before she was weary baggy clothing trying to hide the 20 or so extra pounds she was carrying on her midsection. "Answer me."

Casting her eyes down she mumbled something that I couldn't hear. I quickly grabbed her by the chin and forced her head up. She gasped in surprise at both the speed and the threat of violence.

I prefer my subs to have eye contact with me - I learned a long ago that no one could lie to me easily if they were looking into my eyes. And the expressions around the eyes always gives fleeting reads on emotional turmoil within.

Liz's eyes popped wide open in shock and surprise, until her eyes narrowed in anger. "I started working out" she gasped though I was still holding her chin firmly, fingers coiled on her left and applying a little pressure to the throat. Her eyes widened again into a confidence that I found attractive in her, quite un-sub like.

"Take my pants off". I was already hard and my cock was straining to get out. I'm not very long, six inches maybe, seven if I didn't have a pot. Try as I might I just couldn't shed those extra pounds in my belly.

She reached for the button and struggled a bit to undo the top one - because they were button down jeans the grommets were a little larger to keep them in place - it wouldn't do to have them pop open in public particularly since I preferred to free bag.

I could tell she was a little frustrated when she discovered that there were more buttons. My cock head was already poking out and she brushed, and then paused, her fingers on it as she struggled with the second. She discovered at that point why I like button down jeans as she pulled the fabric in both directions and opened the other four in quick succession. My cock was in its full glory and smacked her in her face. She spread her lips as if to take my head into her mouth.

"No, I told you to take my pants off". I went on, "you can cuddle it with your cheeks while you're finishing."

Pulling my pants to my ankles I lifted one foot slightly and then the other. Liz ran the palm of her hands up my calf before moving to slip the jeans off one leg at a time. "Cheeky little bitch" I thought before saying to her, "fold my clothes neatly and put them on the night table. Get me a towel from the bathroom and bring it to me. On your knees."

She pulled her face away from my crotch; you could see she was struggling, like this is what she had to endure to get shagged. But she complied, gathering up my jeans and T, folding them neatly and smoothing them out, but not before sniffing the shirt. Turning she looked at me and I said, "you can walk to the bathroom and back but present the towel to me on your knees."

As she went back down on her knees, the same flash of anger washed across her face.

This time we were in a hotel room of my choice, a boutique four star downtown close by where I lived. My sometimes-gay lover Alexis was the manager and he hooked me up with the room with his usual smile, "... you owe me for this. And I know you always pay your debts."

He had arranged to have the heavy sofa table to be moved slightly to one side and on it was a chiller of ice with a couple of bottles of mineral water, six amber beer from a local brewery and a bottle of decent white wine. I stood there and pulled the cork from the wine (it had already been uncorked and resealed) and poured it into a fluted glass. I grabbed one of the light beers and stopped to consider whether to drink from the bottle and instead reached for one of the pilsner glasses and poured it in.

Setting the beer down, I grabbed the towel from Liz and spread it out over the leather couch and sat down on it, cock at glorious full mast waving in the air. Picking the beer up and taking a sip I told Liz, "shuffle forward until your knees are against my feet."

Once settled I lifted my feet and placed them onto of her thighs, toes tight against her hip bones. Taking another sip of my beer I took the glass of wine and offered it toward Liz. As I expected as she leaned forward she was stopped by the front of my feet against her hip bones. I closed the remaining distance to her lips and lifted the glass slightly. She hungrily went from sip to a gulp - I could feel her hands grip and tighten on my ankles as she did.

"You might want to loosen that grip. Rub them where you hurt me." I offered her another sip of wine and rested the cold stem of the glass between her breasts. A little wine had escaped her mouth this time and I reached forward with my other hand and ran my finger through the spill and onto her lips.

As she was slowly kneading my ankles her breast kept rubbing my legs and she was getting more and more engorged. I could feel the heat from her thighs through my heels and I could see the artery in her neck start to pulse.

Refilling the glass, I held it out and said, "take this. You may take a sip each time I take a sip of my beer."

I needed her a little tipsy and unbalanced and was worried that I was going to have to drink a fair amount to have get her where I wanted. As I glanced over the top of my glass as I was taking a long slow measured sip and saw her lift her glass with both hands and drain it.

I poured her another glass making sure to brush the side of her breast first with the cold exterior of the wine bottle. I was pleased with her gasp particularly as she leaned into it rather than away.

She matched me sip for sip as I finished the beer and put her empty wine glass down when I put mine down. "Open another beer and pour me another."

There was the now familiar flash of anger followed by annoyance washing across her face. As she leaned forward I cupped her right breast in the palm of my left hand and stretched my fingers up the side, thumb moving the other way and caressing the nipple. Letting out a gasp, I dropped my hand and she quickly obeyed and offered me the now full glass. I nodded to her glass and she began to fill it, hesitating when she realized that she was coming to the end of the bottle, and then pouring the remaining so that the glass was full to the brim.

A normal tendency when you do that is to lean forward and take a sip. As Liz leaned forward I sharply shouted "No!" Stopping herself in mid lean, I continued "pick it up to drink."

As she tried gamely to keep the glass from spilling, droplets of cold wine first hit her thighs, causing her to jerk, more wine spilled, on her stomach and as she brought the glass to her lips onto her very swollen breasts.

I leaned back on the couch, drinking long pulls from my beer. My balls by this time started to ache and my already hard cock was going deep red from arousal. I cupped my balls and then ran my hand up my cock and thought seriously about cuming then and there.

Instead, I leaned forward and put my half full glass on the table, took my feet off Liz's thighs and stood up and forward. My cock was all of two inches from her lips and I was tempted, sorely tempted, to grab the back of her head and part her lips by thrusting my cock between them. Swinging to the left I dragged the top of my right foot across her thighs and headed for the king-sized bed.

Alexis had had the staff turn down the bed so all I had to do was sit down and lean back. All this time Liz was jerking uncertainly with her body, but by this time was obediently squatting as she had been for the last half hour, ass cheeks resting on her heels, knees slightly apart, back erect, chin up.

"Come here and assume the position." I could see that she was confused so I continued, "Stand on the bed, one foot on either side of my stomach, squat and put your hands on the bed at either side of my breasts."

I thought she was going to be stiff, but she sprang to her feet and quickly closed the distance to the bed, crawling up on the bed on all fours and then struggling to get to her feet. Once up, she put one foot on either side of my midsection and lowered her pelvis so she could lean forward and put her hands palms down on either side of me.

I was presented with the most marvelous sight of two beautifully formed C cup breasts, dark brown circles puffed up and pulled away from the rest of her mound and nipples that themselves stood out a full half inch, about a quarter of an inch round. I cupped each breast in my palms and started to trace around the swollen circle. I could feel her cunt start to drip onto the shaft of my cock, the head of which was bumping her clit. I increased the pressure on her breasts pulling and pushing slightly so that her hips would sway a little and my head would bump back and forth across her very pronounced cock-let.

Her legs must have been burning -I had already forced her to kneel for 30 minutes which would have worked her quads. Now her hamstrings must be singing as she struggled to keep in the squat.

I pulled a bit on her breasts to keep her from sinking down on my cock and lifted my left hand away and cupped her ass cheeks, holding her up. She settled back a little relying on me to hold her up and opening her legs a little more. I reached down with my right hand and ran my fingers along the peach fuzz on her midline and stopped at her landing strip. I moved my left hand towards her crack and started kneading her cheek, increasingly moving towards her hole.

My right hand started again and brushed by her clit and down between her very swollen vaginal lips that parted easily. I played with the lips with my finger tips while still playing with her crack. Shifting my body down a bit, I forced her back by putting my right thumb into her cunt and pushing. Now barely balanced, held up only by my left hand I placed my cock head into her opening, and released my left hand.

She plunged down the full length of my shaft until I bottomed in her, feet shooting out forward toward my shoulders, letting out a scream. I wondered whether I had gone to far when I realized she was trying to ground her pelvis into me, intense spasms rippling inside her cunt, her eyes rolled back into her head and she drew in a huge gasping breath. She fell back, unconscious I guess, with my very engorged and very needy cock buried in her.

I rolled her off me onto her back.

Getting up, I snapped a cap and pulled straight from the bottle. Sitting down on the couch again, I wondered what had just happened. It wasn't until my third sip that she started coming around.

Sitting up on the bed, she swung her legs over the edge and eased herself off the king. As she stood her legs started to buckle and she paused until she could gain her balance and padded over. Without being told she dropped to her knees and squatted back on her heels, looking up at me. Her eyes were smouldering and without saying a word leaned forward and started licking her juice off my thighs, balls and eventually the shaft of my cock.

As a cock sucker she wasn't skilled, but as her lips closed around the head I almost coated her tonsils. I stopped and pulled her forward onto my lap. Straddling me she reached behind and put my cock at her opening and settled gingerly down. She moved up an down slowly and I kept her at that pace by putting my hands on her thighs and preventing her from speeding up.

I pulled her forward and began sucking one nipple, and licking the areola, at a time, increasing my pace as I felt her bearing down on me, clenching her vaginal walls. I could feel her take me in a little deeper so she could grind her clitoris onto my pelvis.

Normally I like to do something more tantric, but I had been denied an orgasm for too long. As she started to build to an orgasm, I pushed her off and forced her to the floor. Pushing her head down onto the carpet I pushed her legs apart with a knee, and got into a squat over her ass. I don't have to tell you how beautiful a muscular ass is as it traces out a heart shape.

She was slick from her own juices but I grabbed the tube of lube that I knew was in the end table and put a bit of it on my head, aimed and plunged in.

She didn't scream; I had expected she would, thrusting it straight in the way I did, but instead pushed back and met my stroke. I held myself for a second and started pounding away like a demon. My balls had been burning with need for a while and without warning I exploded in her. I was only vaguely aware of her ass walls clenching me. I staggered up and walked into the washroom to clean myself off.

She followed me into the washroom as I was wiping my cock with a hot facecloth and soap and stood there considering what she was going to say. Staring at me with her green eyes, she growled, "I'm not done with you yet ..."