Memories of Melissa

I think she saw the look for what it was and she released her hands from my cock and balls. She moved them around to grip my naked ass tightly, her fingers digging into the soft flesh. Her body shifted on the bed to improve her angle, her head tilting slightly downward. Suddenly, Melissa jerked my body toward her hard. The motion made my cock thrust deep into her mouth and down her throat. I could hear and feel her gag slightly, but she ignored the reflex as she held me in place with an iron grip. I had never been deepthroated before, and the feeling was incredible. Her throat convulsed and relaxed around the sensitive head of my cock, and her tongue and lips squirmed as best they could around the shaft. After a few seconds of this, she pulled back slightly, took a breath, and repeated the motion. I was in heaven as my hands gripped the back of her head, pressing her mouth even tighter against me.

After three or four times impaling her mouth with my cock, her hands released their grip on my ass. This time, she brought her left hand back around to grip my cock and started sucking in earnest, her wet mouth making slurping as I began to thrust my hips.

I quickly established a good rhythm, and she sucked my cock vigorously for a few moments. I felt her right hand come around from behind me, slide around my hips to come between us. As I moved my hips back, my cock slid out of her mouth until her lips reached the base of the head. Melissa opened her mouth wider and slid two of her fingers in her mouth beside my cock. I could feel her tongue working in her mouth as I slowed my thrusting, and my dick scraped along her teeth slightly. After a thrust or two, she removed her fingers and her lips once again tightened around my shaft. I resumed my hurried thrusting.

Her right hand, meanwhile, moved back around my body, her now wet fingers caressing the underside of my left asscheek as she moved. I felt her digits stroke my taint before they moved upward, pressing between the cheeks before stopping at my anus.

Melissa's index finger circled my asshole, getting closer and firmer with each revolution. As I thrust my hips at her face, her left hand suddenly tightened into an iron grip to hold me in place. Her tongue began to madly dance around the cock in her mouth, and I felt some pressure as the finger at my anus stopped circling and began pushing inside.

My body stiffened for just a bare moment. I had never experimented with ass play, but in the heat of the moment I quickly decided I didn't care. I did gasp, though, as her finger entered my asshole to the first knuckle and then pushed on. As her expert tongue and lips worked my cock, I wasn't prepared for how good the finger in my ass felt.

When Melissa's finger was buried, she started to work it in and out as she resumed bobbing her head on my cock. The finger was nudging my prostate, sending waves of ecstasy through my body. I started thrusting my hips again, but gently so as not to mess up the insanely pleasurable job she was doing on my dick and asshole. I was moaning softly, but quickly in time with my rapid breathing. I was in heaven.

After several more minutes of her expert sucking and assplay, I gently pushed her head off of my glistening cock. She pulled her finger out my ass and I took her chin in my hand, silently directing her to sit up more. Melissa moved her arms underneath her to hold her head up.

I bent over and pressed my lips onto hers, sliding my tongue out against her lips and between them. I circled her tongue with mine, turning my head ever so slightly from side to side. A moment later, she broke for air.

"Fuck, you're a good kisser," said Melissa breathlessly.

"And that was the best blowjob I've ever had," I said. "You're so fuckin' beautiful, Melissa. I've wanted you for a really long time."

"Really? Why?"

"Because... because everything about you drives me wild," I admitted. "Not just your looks, which are amazing, but it's the way you carry yourself. You're tough. You know who you are and you don't give a shit what anyone else thinks. But there's also a deeply emotional side to you, and when you open up to me I feel like I know you better than I know myself."

Melissa leaned back on the bed, propping herself up on her elbows, and took a deep breath. She looked up at me as she exhaled.

"Then I think you should get over here," she said.

Smiling, I crawled onto the bed beside her. Leaning in, I kissed her hungrily on the mouth as my left hand trailed down to the bottom of her shirt. I began to pull it up, but she grabbed my hand and stopped me.

"Look," she said, turning her eyes away from me. "I have three kids, and it shows. Can I just leave my shirt on?"

I sensed her vulnerability, a rare chink in her usually tough-but-sexy demeanor. I looked her body up and down before taking her chin in my hand and turning her face toward mine.

"Melissa, I want all of you, even the parts you don't like," I said, staring into her eyes. "You shouldn't feel ashamed of anything with me. I think you're beautiful, no matter what."

She turned back to look at me. "I know you think that..."

"If you want to leave it on, that's okay, too," I said. "Whatever makes you comfortable."

She kissed me, pressing her mouth hard against mine. My hand went to her breasts, caressing them through her bra and twirling around the nipples I could just detect.

I kissed her chin, her neck, her shirt-clad torso, and the waistband of her shorts. My fingertips grasped the elastic on either side and pulled her shorts below her knees to reveal plain white panties. I moved my head down to kiss low on Melissa's thighs, alternating between legs but moving up each time.

Finally, I kissed her cotton-covered pussy before moving the material aside with my hand. Her short, trimmed pubic hair parted just slightly to reveal her swollen and moist labia. I spread her legs apart with my hands and brought my face within and inch of her pussy. I inhaled deeply through my nose, enjoying the sweet smell of her wet womb.

I leaned in and ran my tongue ever so lightly up one side of her pussy. Melissa shivered a little as I repeated on the other side. Finally, I lapped my tongue straight up her parted lips. She let out a moan and grabbed the back of my head.

With the tip of my tongue, I parted her pussy lips and probed around. I found and grazed the hood of her clit but bypassed it to swirl inside her opening. Finally, I returned to her upper labia and flicked my tongue around her clit.

Melissa groaned louder and pushed my head harder into her wet crotch. I continued, however, only grazing or darting my tongue against her clit. My hands rubbed up and down her thighs, and I stopped devouring her pussy long enough to sit up and pull her panties and shorts the rest of the way off. I tossed them aside and returned to her beckoning rosebud.

She lifted her legs rested her calves on my back, locking me into her womb. I leaned in and licked her clit hood. Melissa let out a moan, and I probed my tongue further, exposing her clit. I flicked it with my tongue, and Melissa stifled a cry. I began alternately swirling around her clit and rubbing it directly with my tongue, and as her moans intensified I began fingering her opening, sliding a digit progressively further inside. I slid in another as my tongue bath of her clitoris continued.

As my tonguing intensified, I pulled my fingers from inside her sopping wet hole and slid my hands slightly underneath her to grip and massage her ass for a moment. Melissa started writhing back and forth as I lapped at her pussy, and twitched as I moved my hands up the back of her thighs to grip the backs of her knees.

I pushed her knees back toward her, raising her calves off my back so. I pushed until her feet were resting on my shoulders, her knees pushed so that they almost touched her breasts. The position raised her ass in the air, and I slid my hands back down her legs and thighs. Melissa twitched again as the movement tickled her.

My right hand returned to her swollen pussy lips, probing them before I moved two fingers back inside her. As I thrust them in and out, my left hand moved underneath the small of her back, lifting her up slightly. I slowly moved my mouth away from her sweet-smelling pussy, darting my tongue at her inner thighs and moving downward.

I had never done this before, but my mouth moved south to her asshole. I flicked my tongue around her anus, alternating between probing her asshole and licking up and down her ass crack. After a few moments of this, I moved my left hand out from underneath her. Melissa moved her feet off of my shoulders and planted them on the bed at either side of me, lifting her hips as I parted her ass cheeks with my left hand.

I stopped probing her asshole briefly to look up at her face, which was pointed at the ceiling with her eyes clenched shut. I looked back down at her ass, admiring the tight little brown knot there. My fingers stopped moving around inside her, and her hips stopped squirming and she made an impatient grunt.

I lowered my head back down to her ass. I pulled my hand back from her pussy but didn't completely withdraw my fingers; instead, I positioned a third finger at the opening of her swollen cunt. My right thumb hovered over her clit.

In one swift motion, I dove my head back into her ass crack and plunged my tongue into her asshole. At the same time, I pushed three fingers into her wet pussy and my thumb into the hood that protected her clitoris.

Melissa gasped and her hips thrust skyward as the sensations flooded her nerves. My tongue furiously rolled and swirled inside her anus as my thumb massaged her clitoris. My fingers worked in and out of her hole.

Her hips began to buck, making it difficult to keep my tongue inside her ass. A couple of times, the hand that was buried in her warm, wet womb bumped my head as her the humping of her hips caught me unaware.

I was furiously working her pussy and ass and her moans became soft yelps. I sensed rather than saw her hand grab a pillow and push it over her face, the yelps becoming muffled screams.

After a minute or two of this, I felt her body began to stiffen between thrusts of her hips. I moved my head from her ass and my right thumb away from her swollen button, while my left index finger moved in and I planted it in her asshole. I buried my face in her pussy and began licking and sucking her clit furiously.

The hand not holding the pillow wound itself into my hair and gripped it, holding my head firmly against her contracting cunt. Her hips were bucking wildly, and her muffled screams were becoming louder and more intense.

Suddenly, Melissa went silent and and her hips stopped mid-air, holding them there while her hand still held my hair tightly. Through my own hands and my mouth, I felt her body begin to shiver and then quake as a powerful orgasm began to rock through her.

"Oh fuck, oh fuck, oh fuck, I'm coming, you motherfucker, I'm gonna fuckin' come all over your fuckin' face, oh my godddddd," Melissa let loose, her words muffled by the pillow.

I intensified my licking and fingering, sucking and lapping madly at her clit while I roughly jammed my fingers in and out of her pussy and asshole. Melissa's body shook wildly with orgasm, bucking up and down to jam themselves into my face.

Her throes of passion lasted for at least 20 seconds when I felt her fingers loosen in my hair. Melissa's hips began lowering slowly to the bed; her breathing became less labored and slowed down.

Melissa's thighs, which she had clenched around my head during her climax, began to loosen. After a moment, she parted them to place her hands on either side of my head and yanked me up to her face, my body scrambling to move up with her. We kissed furiously, my hand still playing with her now sopping vagina.

The juice from her pussy covered my lips and chin, but she paid no mind as she furiously licked and kissed around my mouth. Her hands held my head tight against hers as she jammed her tongue in my mouth, both of breathlessly tongue wrestling in a fit of powerful passion. Finally, she pushed me off of her and we both laid there a minute, catching our breath and trying to regain our senses.

After a moment or two, Melissa rolled onto her side toward me and gripped my rock hard member, using the pre-cum oozing out of it as lubricant to stroke it.

"I want you to fuck me, now!" she whispered into my ear, breathing hard and nearly making me come right there.

I pulled off my T-shirt and, having forgotten I was wearing it, quickly removed the chain from around my neck that held my girlfriend's class ring. I dropped them on the floor next to my jeans and climbed on the bed to hover over Melissa.

Staring into my eyes, she reached down and grasped my cock, giving it a light stroke or two before guiding it to her waiting pussy.

I pushed into her, giving her only a couple of inches before sliding back out until the head of my cock tugged at the inside of her labia. I slowly pushed deeper and deeper into her snug hole until my balls rested against her asshole.

"Unnggghh," I groaned. "Holy fuck that feels good."

My hands propped me up as I worked my hips side to side a little as my cock slid in and out of her, from head to hilt. I looked into her eyes to see them roll up slightly before returning to focus intently on mine.

"Fuck me, Mark. Fuck me hard!" Melissa growled, thrusting her hips up for emphasis.

I was happy to comply. I sped up my thrusts, my engorged cock slamming into her, and soon I could feel the bed shifting underneath us. We built a rhythm as Melissa's hips rose and lowered to meet my thrusts, our pelvises crashing into each other but neither of us feeling anything but pleasure. Eventually the pace became too much, however, and I slowed down, bending my arms to kiss her.

Melissa put her hands on my chest and pushed me up, before flipping over and, on her hands and knees, wiggled her ass to me. I leaned forward and parted her ass cheeks; and in a move that surprised even me, licked her spread anus. She gasped, and I wiggled my tongue just a bit inside her tight asshole, releasing one ass cheek from my hand so that I could stroke her pussy with it. I rose up and squeezed my thighs tight against her amazing ass. I reached up and tucked her hair behind her left ear, leaning over to kiss her earlobe.

"Do you want me back inside you?" I breathed into her ear.

"Yes!"

"Say it. Say exactly what you want," I said. My boldness was atypical but a welcome discovery.

"I want your fucking dick in my pussy right now, Mark," said Melissa, turning as much as she could to look at me. "I want you to fuck me and come in my pussy."

My hand grasping my dick, I positioned myself and as I entered her, I pulled her hips toward me hard. I began pivoting back and forth while she rocked her hips and ass to meet me. Our moans, always muffled to keep from waking her son, nevertheless got louder as I slammed my cock into her again and again.

The pleasure was the most intense I had ever felt and though I wanted it to last an eternity, I was nearing my boiling point.

"I'm ... gonna ... come," I said between thrusts.

"Come for me, baby," coaxed Melissa, as she started clenching her vagina tight around my pulsating dick with each thrust.

A few rapturous seconds later, I grabbed her hips and held them against me, driving my tingling member into her as deeply as I could. My cock flexed inside her with each burst of cum from its throbbing head.

I held her still against me for a while, catching my breath as my cock began to soften inside her. After a moment, I pulled out of her — gasping a little as the now ultra-sensitive head caught on her pussy lips — and sat back on my haunches. She stood on her knees, turned around and leaned in to kiss me and rub her hands on my chest and stomach.

When I caught my breath, I pushed Melissa back down, using a little force this time, and threw her legs open. I dove in and began licking her pussy, but ferociously this time, hungrily pressing my mouth hard against her to get my tongue as far into the hole where my cock had been just moments ago. I started lapping at her pussy like a thirsty dog, tasting my own cum mingled with her juices but not caring.

I slowed my pace when I began to focus on her clitoris. Even I, in my little experience, knew how sensitive they could be, and I didn't want to make a mistake by working it too hard.

As if she had read my thought, Melissa moaned, "Suck it, Mark," and pushed my head harder against her womb.

I didn't have to be told twice. I wrapped my lips as best I could around the nub of her clit and sucked as if on a straw.

"Oh, god!" groaned Melissa, grasping the bed sheet with her hands and clenching the fabric.

I relaxed my sucking but started to flick and press her clit with my tongue. I slowly stuck a couple of fingers into her opening, feeling the wetness there coat them instantly, and began sliding them in and out.

Melissa's thighs tensed against the sides of my head, and her body began trembling. Her hips thrust upward into my face as the quaking intensified, her head twisted back and forth. She grabbed a pillow and put it over her mouth; but her screams of pleasure were only muffled as she writhed in orgasm.

When her quakes and cries subsided, I took my mouth from her soaking muff and looked up at her. Melissa lay still, staring at the ceiling, her substantial breasts heaving up and down as she struggled to catch her breath.

"Holy ... shit," she managed to get out. I crawled up to lay beside her and softly kissed her neck, cheeks and ears.

"I take it you liked that?" I breathily whispered in her ear.

"Usually I can only come when I do it myself," said Melissa. "I was so fucking turned on."

"What can I say?" I said. "I like eating pussy. It turns me on too."

Melissa looked down at my cock, which was at half mast and growing.

"I can see that," she laughed. "But I need a few minutes."

While Melissa went into the bathroom, I wrapped a blanket around my waist and walked to the kitchen, giving wide berth of Melissa's still-sleeping son. It occurred to me that if he was still sleeping soundly despite the noise in the next room, I probably had nothing to worry about.

I grabbed my cigarettes and returned to the bedroom. I was pulling out a couple smokes when the bathroom door opened. Melissa paused in the doorway for a moment, and the light from the bathroom silhouetted her frame. She looked sexy as hell and only her shirt interrupted the perfect outline of a goddess.

I held out one of the cigarettes, and she took it from me as she sat down beside me. I lit her smoke and then mine, and I watched her contentedly puff on her cigarette. Knowing that I was the source of that contentment made me feel like I could conquer the world. I took a long drag and let it out slowly with a satisfied sigh.

Melissa reached across me to stub her cigarette out in the ashtray on the bedside table. Her long, soft hair brushed my lap as she returned to sit. My cock, only semi-erect at that point, flexed. She saw the motion and smiled coyly.

"What's happening here?" she said demurely. She wrapped her hand around my stiffening cock and gave it a squeeze.

I looked at her and smiled, and reached up and tucked her hair behind her ear.

"What can I say? You're sexy as hell," I said. "I want you. I've wanted you for a long time."

Not taking her hand off my member, Melissa slid down to the floor, kneeling in front of me. She parted my knees with her hands and began lightly licking my thighs, working her way up.

Melissa moved a hand up my thigh and I shivered. She slid her hand down and cupped my balls, kneading them gently as my cock grew to full erection. Her tongue darted around the base of my shaft.