Memories of Melissa

She looked up with a devilish look in her eyes. With her free hand, she reached up and pushed me so that I lay on my back.

Tilting my head up, I watched as she flicked her tongue in and out up my shaft. When she got to the head, she paused, looked into my eyes and grinned.

The hand massaging my balls stopped and she brought it to her mouth. Melissa popped it in her mouth and it emerged covered in her saliva. She returned it to my nether region, but instead of returning to my balls her hand slid further. I felt her slick finger probe until it found my asshole. As her mouth enveloped my cock, the tip of her finger pushed into my anus. I did my best to relax for this new experience, and as she began to work her mouth up and down my cock, her finger probed deeper into my ass.

The ass play was unexpected but not unwelcome, and the finger she worked her around inside me added to the pleasure of her lips and tongue on my penis.

She pushed her mouth further and further down my cock until she was near gagging. Melissa pulled her mouth off and began alternating between licking up and down my shaft and suck just the head. After a few minutes of that, she pulled her finger from my ass and grabbed a tissue to quickly wipe it off.

Melissa motioned for me to turn and lay fully on the bed. She climbed on and, steadying herself with her hands on my chest, swung her leg over to straddle my thighs. She reached down, took my cock in her hand and guided it toward her pussy, but then stopped.

For several seconds, Melissa was still as she locked my eyes with an appraising stare. I was about to ask her if something was wrong when she moved her hands to the hem of her shirt.

She nodded, as if to herself, and then lifted her shirt up and over her head, dropping it off the edge of the bed. Her bra-covered breasts were still as she held her breath for my reaction.

Her belly was a little paler than her arms and legs. After having three children, a couple lines crossed near her navel. I softly placed my hands on the sides of her stomach and caressed softly inward, my thumbs meeting in the middle.

"You are so beautiful, Melissa," I said, knowing it without a doubt. "Every goddamn inch of you."

She bent down and kissed me hard on the lips, shoving her tongue into my mouth and running it over the rows of my teeth. I kissed back just as hard, wrapping one hand around the back of her head to keep her locked to me. With the other hand, I squeezed her ass and then trailed up her back to her bra strap.

Without fumbling with it, I unhooked her bra single-handedly, a skill of mine. Breaking our kiss, she sat back up while grasped the shoulder straps and pulled her bra off.

The sight of Melissa straggling me, finally completely exposed before my eyes, was almost beyond belief. Several locks of her hair hung down and partially hid them, but her breasts were big; D cups, I thought. Despite their size and having gone through maternity, her tits were nicely rounded and hung perfectly. Her nipples, about the width of the tip of her pinky finger, were erect and peeked out from between strands of her hair. She brushed her hair back behind her shoulders, and her dark areolas were the diameter of the top of a beer can and dotted with goose bumps.

I slid my hands up her hips, once more caressed her belly and then slid my fingers along the undersides of her tits. I moved my hands up to cup them, giving them a gentle squeeze. Their flesh was soft and yielding, yet there was still firmness underneath.

I moved my thumbs up to graze her nipples, and Melissa moaned softly. I brought my forefingers in and gently squeezed her nipples, pushing her tits together with my palms.

Melissa reached her hand around my arm and grabbed onto my engorged cock. Bouncing slowly on her knees, she rubbed the lips of her pussy up and down my shaft. Her juices were flowing and I felt her wetness slide to my balls. I groaned as I released her tits to pull her hips forward.

Pivoting to one side and then the other, Melissa brought her feet up to plant them on either side of my waist. While stroking my cock with one hand and placing the other on my chest for balance, she rose up on her haunches and guided me to her spread vagina. Melissa stroked the head of my cock up and down the inner edges of her pussy lips before inserting into her opening.

At an almost agonizingly slow rate, she lowered herself onto my cock. I resisted the urge to thrust my hips up, denying myself frenzy so that I could enjoy the sensation of her womb enveloping my manhood longer.

When Melissa's was fully resting on my thighs, her free hand joined the other my chest. Leaning forward, her weight shifted to her hands and she steadily rose up, and then lowered herself again a little faster.

Melissa took her time building up speed, sometimes relaxing her pace a little. She was keeping me at bay, I think, prolonging the glorious sensations that waved through my entire body.

After several minutes of this, Melissa paused and, with her eyes closed, leaned back so her hands rested behind her on either side of my legs. My cock was still buried to the hilt in her moist pussy, which she clenched tight as she began to swivel her hips, bending my cock just slightly as it turned in every direction.

I pushed myself up into a sitting position and brought her right breast to my mouth with my hand. I licked a circle twice around her areola before I danced my tongue onto her nipple, flicking it a few times before pursing my wet lips around it.

Relaxing her vaginal muscles and her pussy's grip on me, Melissa began adding a little up and down motion as she continued to work her hips. I brought her left tit to my mouth while my left hand played with her right nipple, lubricated by my saliva. I opened my mouth wide to envelope as much of her areola as I could, lapping at her hard nipple with my tongue.

After a few more seconds of enjoying her ample tits, I looked up, wrapped a hand around the back of Melissa's head and pressed my face into hers. Our mouths met and urgently struggled against each other in a mania of licking, sucking and lip biting.

I moved my hands to wrap around her midsection and began guiding and driving her bouncing harder and faster. Our lip locking continued as long as the motion of our hips allowed, and when our kiss broke I pressed my head tight between her tits as they heaved upward and fell again and again.

After a while, I could feel Melissa's breath become labored, and I relaxed my arms and eased my bucking. Her riding motions slowed and then stopped. The sound of our gasps replaced the slapping of our colliding flesh.

Though I was intensely turned on, I felt like I could go longer if I paced myself. I remembered a fantasy I had after hanging out with Melissa many months earlier. On that past night, I had become intensely aware of the way she smoked cigarettes. When Melissa was relaxed, the leisurely way she let the smoke drift around her mouth and nose as she exhaled was like something from the female lead in an old black and white movie. I had no idea why, but I found it seductive, sultry and erotic as hell.

I slid and turned my hips while raising hers with my hands, prompting her to dismount and sit beside me, her legs hanging over the edge of the bed. I reached over to her nightstand and grabbed my smokes. Taking a queue from something I had seen in another old movie, I lit both cigarettes and handed one to her.

Not disappointing (maybe because her intuition told her what I wanted), Melissa took a long pull on the cigarette. Her left arm cradled her right elbow, and as she withdrew the cig from her mouth her right hand held it several inches to the side of her face. Her exhale was slow at first, some of the smoke rising in tendrils in front of her eyes, then she blew the remainder in a stream at my face. I smiled broadly in appreciation and flexed my hard cock, which was broadside against her ass.

Our eyes locked we both spontaneously giggled, her chin dipping toward her tits shaking with her quiet laughter. As our fits subsided, my eyes turned serious.

"This is amazing," I said. "Sex with you is the best I've ever had."

Dragging on her cigarette, she considered me for a moment.

"You're pretty fucking good at fucking, too, Mark," Melissa said, adding a sexy little giggle. "Who knew my little brother's friend was good in the sack?"

Truth be told, I usually wasn't this good. With the prior two girls I had been with, including my current girlfriend, I usually didn't last long and couldn't go more than once every few hours. But Melissa's raw sexuality had a profound effect, making me access a previously unknown prowess. I felt like I could go again and again if she would have me.

I reached up and took her shoulders, and eased her down to the bed so that I could spoon her, lying on our left sides. With my cigarette held between my fingers, my right hand held her hip in place as I pressed myself tight against her. Her head was propped up on her left arm, and I looped my left arm under her neck. In no hurry, I took a long drag off my cigarette before lazily blowing the smoke toward our feet, so that it wafted along the swell of her breasts before rising into the air.

Melissa shifted her left arm, partially turning her head as she rested it on my arm. I pressed my mouth against hers, our kiss unhurried and sensual. Breaking the kiss, I stuck my cigarette in the right corner of my mouth and reached down between us. I shifted my hips, took my cock in my hand and guided it into her warm, moist nook.

I extracted my right arm and wrapped it around her stomach, holding her tightly as I eased my hips forward and my dick further into her waiting vagina. I held her against me as we both took drags of our dwindling cigarettes, the tobacco momentarily burning brighter and illuminating our faces in the dark room. The glowing light flashed in her dark eyes for a brief moment but held me entranced for several more beats.

As we exhaled the smoke, I eased my hips back at far as I could without slipping out of her wet pussy. I pushed back and forth slowly and only slightly, so that only a few inches of my cock entered her each time. After one last drag from my smoke, I paused my lazy thrusting and reached over her to extinguish the butt; Melissa did the same.

As she nestled her head back into my arm, I bent my elbow to turn her face toward me. As I kissed her open mouth, my right hand returned to her hip to hold her still. I pushed my body tight against hers, my turgid member sinking all the way into her.

I thrust into her slowly but deeply. The friction of my hips moving against and away from Melissa's shapely ass dragged the fabric of her bed sheet back and forth. I flicked the top of her ear with my tongue and probed the twin metal hoops that pierced the cartilage.

As my thrusts increased in force, I moved my head and torso away from her for better leverage. My left arm snaked backward along with the motion, and as I bent my fingers up Melissa took a couple of them in her mouth, sucking the tips and swirling her tongue around them.

"Oh, fuuuuck," I moaned softly.

My right hand moved from her hip up to her right breast and kneaded it, squeezing the flesh between my splayed fingers. I pinched her nipple gently, then harder as her moans intensified. I rolled her perfect nipple between my thumb and index finger, using my remaining digits and palm to squeeze her ample breast.

Though it felt amazing in my hand, I released her tit and trailed my fingers down her stomach. When I reached her crevice, I splayed my fingers apart while simultaneously using a knee to prod her right leg skyward. Melissa took the queue and elevated her leg slightly, giving my hand access to her pussy.

My thrusting slowed a bit as my fingers probed her wet mound. My index and ring fingers parted her swollen lips, and with my middle finger I found her clit. I began stroking the firm little nub as evenly as possible, while continuing the rhythmic strokes of my hips. I shifted my body a little, allowing my arm to flex more so that my hand could stay in place while my hips moved in and out.

I began ramming my hips against hers, my cock slamming into her soaking hole as my finger stroked her clitoris. Melissa's lips tightened around my index and middle fingers, and her teeth bit into them hard enough to leave indents for a few days after. The surprise of the sharp pain fueled my vigor, and I was fucking Melissa for all I was worth. I was grunting with the effort but the intense, carnal pleasure made me want to keep the pace up until neither of us could stand it.

I was still rubbing Melissa's pussy, the pace making me graze her clit only haphazardly. Her right hand, which had been holding my left hand to her mouth, moved down to my right hand and pulled it away from her pussy. She replaced my hand with hers, vigorously rubbing between her moist pussy lips. Her rhythmic groans accompanied my low grunts as my right hand returned to her chest, once again cupping her fleshy tit.

A wave of euphoria swept over me, and I knew that I was nearing orgasm. Melissa's groaning became higher pitched and then became gasps.

"Babe, I'm gonna come again," I whispered loudly and deliriously. "I'm gonna come in your tight pussy."

"Wait!" she hissed. "You keep fucking my pussy, you motherfucker. Fuck that cunt!"

The language made the sex even hotter and didn't make delaying my orgasm any easier. I wanted to come in the worst way, but I my desire to satisfy her was even stronger. I thought of the most nonsexual things I could imagine, including baseball, the old standby.

My urgency abated, but only a little. The fervor that had overtaken me couldn't be tamed, only momentarily tempered. The need to come became too strong and I had to give in to it.

I managed to say, "Melissa, I'm ... " before I felt her body start to quake.

"Holy fucking shit," she said in a wavering half whisper, half shriek.

My hips slammed into her a final time and her wonderful, tight and sopping wet pussy clamped down on my cock as her body began to shake harder.

"... coming!" I said, managing to finish my sentence despite my delirium.

My cock ejected a load deep into Melissa's taut pussy once, then twice, and then any count was lost in my orgasm. I tried to hold her against me, but her body twisted and writhed and she rolled onto her back as her own orgasm overtook her. She clamped her left hand over her mouth and screamed into her palm, her right hand leaving her pussy and flailing toward my chest before I grabbed it with mine. My orgasm was ebbing, but her fingers clamped down on mine, and her legs opened and slammed shut several times.

Melissa's scream trailed off, and the shaking of her body waned and became a series of shivers.

We lay still for a few moments, panting and trying to catch our breath. A drop of sweat rolled across my forehead as I turned to look at Melissa.

Her eyes were closed and her mouth hung open a little, her chin trembling a little. One last shiver traveled through her body before she slowly opened her eyes and turned toward me.

"Holy fucking shit," she repeated quietly, looking into my eyes.

"Yeah. Ditto," I managed to breathe out. "That was incredible. I can't believe we both came at the same time."

The corners of Melissa's lips curled up to show her trademark, smart-ass smile.

"Congratulations, kid," she said, squeezing the hand that was still clasped in hers. "That's the first time that's happened to me."

I couldn't help feeling proud. For me, Melissa embodied carnality; to have made her climax twice was an accomplishment in itself. Making one of them a rare simultaneous orgasm made me feel like a god. I had never felt so confident.

We lit cigarettes and smoked, satisfied and worn out, talking lazily before we dozed lightly for a bit, arms around each other. We stirred awake and both decided that I shouldn't stay the night.

With college still ahead of me, it would be a long time before we saw each other again. But as I would discover over the years, we could always pick up where we left off.