Surprises on a Frigid Winter's Night
written by:
SecretLiaison

An icy blast of wind bashed his face as he stepped from his SUV and walked into the Buffalo Inn, a local watering hole in this small mountain town. The temperature gauge on his car displayed -11 F when he turned it off and he believed it. In spite of coming from the warmth of his house directly into his garaged SUV with the heat blasting full, a shiver ran through him on the 20 foot walk into the bar. It didn't take long for the wind to cut through his layers and force the cold into his bones.

Inside the air was warmer, maybe not perfect, but definitely warmer. He found a small table in the center of the open floor area, faced the 80 inch television with the chair and ordered a Pabst from the bartender. The Denver Broncos had secured a spot in the playoffs and this was their first playoff game. It was still daytime but with the overcast skies and cold wind it felt like night already.

Matt had taken a weekend trip into southern Colorado from his home in Northern New Mexico. He was alone. No wife, no kid, none of his friends joining him this time. It was too cold for everyone else, so he went on his own. He has a vacation house in the resort town of Pagosa Springs and it was in this beautiful mountain valley that he found himself on this decidedly winter evening. A season pass holder at the area's ski resort, Wolf Creek, Matt had skied a half day before deciding it was too cold to continue any longer.

He had made his way to the other attraction which brings travelers to town, the famed hot springs. Still cold to the core from his morning on the mountain, he had warmed by soaking in the steaming mineral waters. Knowing the game was starting soon, he ran home, showered and made his way to the bar.

With the game on and the crowd cheering, he scanned the room to see if there were any good sights. Most of the ladies were accompanied by guys with the exception of one table directly next to Matt's. There sat two ladies in the same age range of Matt whom he had seen about town before. Not having really talked to them before, he introduced himself and eventually they were high fiving and cheering together for each of Peyton Manning's numerous touchdown passes.

As the second half began Matt's table and their's had been joined together with Matt buying a round of beer. On his way to the bar, the ladies couldn't help but notice his wiry strong 6 foot, 1 inch frame. They were especially glued to his firm, toned ass in his jeans. Turning back to them, beers in hand, he spied their interest and smiled his charming, intelligent smile.

Matt set down the beers and looked at Madeline and Suzy with definite appreciation. Unlike many of the ladies in this western tourist town, Maddy and Suz didn't have the leathery, weather-worn skin and dried-out, stringy hair of the long days spent outside with horses. These two were part of the service industry in town with Maddy working as a masseuse at the hot springs resort and Suz working as a hairdresser/waitress. They were both in their mid-to-late 30's, attractive in a natural sort of way and feminine. Maddy was about 5 feet 7 inches tall with green eyes, nice curves and shortish, curly brown hair. Suz was slimmer and taller standing 5 feet 10 inches with blue eyes and dirty blonde hair straight below her shoulders.

Matt was more than happy to explore the opportunities that might exist with either of these ladies and he flirted heavily with both of them. They continued to jump up and cheer together when the Broncos scored even more with high fives turning to hugs. As the game drew to a close, Matt decided to order some food. The sky had finally grown completely dark and he had no desire to go back outside anytime soon. Maddy and Suz joined him in ordering as they watched with limited interest the game following the Broncos victory.

Excusing themselves to head to the ladies room, Maddy and Suz giggled upon entering. They were both divorced and involved in very light relationships with no real commitment as yet. They had seen Matt before around and knew he had a wife and son, as they had seen them together. "I think he has the hots for you Suz," giggled Maddy.

"No way, it's totally you he wants," said Suz through giggles of her own.

"He's married!" said Maddy.

"So what, she's not here!" exclaimed Suz.

"True, but...."

"But what! If he hits on me, I'll see where it goes," said Suz.

"Okay, agreed. If he's interested in us both, he's yours. I'm not sure I want to get into it with a married man," answered Maddy.

"I don't care....he seems to have his shit together. I don't think he'll get psycho on me. Besides, Greg hasn't had time to come around much with the ski area in full swing," said Suz speaking of her sometimes boyfriend, a manager at Wolf Creek.

"We did promise Tory and Jamie that we'd get up early and go to Durango in the morning," Maddy reminded Suz.

"True, if he wants me, I'll make him earn it by waiting," was Suz's reply.

Matt knew something was up when they took longer than necessary in the ladies room. He had watched them leave together, admiring Maddy's curves and Suz's terrific legs and ass. He was hopeful they weren't plotting a way to get out the back door, he was excited by the prospect of spending the evening with these two and who knows....maybe one of them would end up in his bed.

The ladies got themselves under control and walked back out to the table, smiling at Matt as they returned. Switching seats, Suz took the chair next to Matt where Maddy had been seated before. Immediately, Matt understood what had taken so long. They were deciding who would get the chance. Smiling a little brighter, he spent his time flirting with them both but concentrating on Suz.

They ate their dinner, had a couple more beers and headed to the pool tables to play a little Nine Ball. Rotating the players, Matt admired them both when forced to lean across the table. He was afforded views of both their asses and breasts on numerous occasions but it was Suz's he admired the most. Her breasts were b-cups and with her push-up bra the cleavage was hard to miss. Her jeans hugged her tight ass and a couple of times she even leaned far enough to show the top of her pink thong.

During Maddy's turns, Suz would seek out Matt and lean against him, drape her arm around him or sit on his lap. It was clear the ladies had chosen and Matt was very happy to play along with Suz. He was more and more convinced that he would score this evening and pushed her a little further. They kissed a few times and his hands wandered over her body comfortably.

Sus was getting very aroused and Maddy could tell it was not going to be an easy task to hold her to her original claim of making him wait. Seeing Matt's semi-hard cock bulge in his shorts, she could tell it was going one way in his head. Matt headed to the men's room and Maddy reminded Suz of her trip tomorrow and earlier proclamation that she would make him wait. Suz, not happy, was nonetheless convinced she was right. Upon Matt's return they told him of their early morning and that they had one more game in them before they would have to head out.

Clearly disappointed, Matt continued the flirting. He was staying for a few days and knew that if he played his cards right, he would have more chances. He knew the game and he also knew Suz was into him. The nine ball was sunk, the ladies prepared to leave and while Maddy excused herself to warm up the car, Suz made it clear where he should find her the following day after Matt came down the mountain. Matt leaned forward and kissed her red, thin but very soft and moist lips. She returned the kiss and their passion overtook them for a bit. Matt's hands roamed to her beautiful ass and squeezed it while running his other hand through her hair.

Suz broke the kiss, smiled and said, "See you tomorrow!"

Matt watched her walk to the door with the firmness of his cock pushing against his jeans. She was very sexy in a mature, experienced way and he was sure there was a little extra wiggle in her hips meant for his eyes. At the door she flipped her hair to the side, turned and smiled and blew him a quick kiss before disappearing into the frosty night air.

Matt waited a few minutes and then made his own way out the door to his SUV. The cold slapped him hard in the face as he stepped out. With full on dark hitting, the temperature had dropped more and it was downright frigid. He hopped in the SUV started it up and hoped the heat would come up before he reached his house a couple of miles away. Shivering again, he recalled his evening with the lovely ladies and knew it was about to end with him snuggled under his down duvet with his Samsung tablet in one hand (with the Erotic Stories site open) and his frustrated cock in the other.

It was during a thought of Suz's ass and how nice it would be to have that nestled against him this evening when he was ripped to reality. He saw two young ladies walking along the icy road with no heavy coats on. Along this stretch of road there are no sidewalks and with the four feet of snow on the ground along the side, they would have been covered up anyway. The road was snow covered and icy, narrow and not easy to fit two cars on as it was. Now with two people walking side-by-side on the road, it was more than a little dangerous. Matt had no sooner looked in his rearview mirror to double check what he had seen, when he came upon a strange light in the yard on his right.

Drawing closer he saw a car had slid off the road and was buried in the deep snow with the passenger door open just a little. The headlights and dome light inside were still on and he put two-and-two together. Realizing those two girls would freeze in this weather if they stayed exposed too long, he found a wide spot, turned around and approached them slowly.

As he drove up behind they moved a little to get out of the way, but he stopped next to them and rolled his window down. "Do you ladies need a ride?" Matt asked.

The one nearest him was crying and shivering and through her sobs she said, "No, we're just going down the road a little, to my brother's house."

Her friend grabbed her arm and whispered something to her and he spoke up again, "Are you sure, it is damn freezing out here? I promise I'm not a creepy guy, I can drive you down to your brother's place."

Her friend spoke directly to him, "We'd love it," and with that she pushed her friend to open the door. Matt heard her whisper, "It's okay, he looks nice," and then, "I'll sit up front with him, you sit in the back."

Once safely in the SUV, they were shivering and the one in the back was still crying. "Tell me where his house and I'll get you there safely and warmly."

The one sitting next to Matt spoke up, "Did you see her car?"

He nodded, "Yeah, are you ladies okay?"

Front seat replied, "Yes, we were going slow, she just doesn't have a lot of experience on ice and it slid out on her."

From the back he heard, "Turn left up here," through sobs.

Front seat said, "It's her brother's car and she's afraid he's going to be mad."

"I understand. He'll be happy to see you're okay," he assured her.

Front seat said, "Well, she wasn't supposed to have a passenger. He didn't know I was there going with her."

"Still, he'll be happy no one got hurt. Besides, it will just take a truck and tow straps and it will be out with no real damage."

"NO! He's going to kill me," came the wail from the back seat.

Front seat pointed and said, "There, on the right. It's that green house."

Matt pulled into the driveway and heard, "Oh fuck, he's back," from the back seat.

Just as he stopped, the back passenger down opened and the crying girl in the back seat shut the door and ran to the front door of the house. Matt looked over at the girl in the front seat and said, "Do you need me to take you somewhere else?"

"I don't want to be any trouble," she replied.

"It's really no trouble and your friend seems pretty convinced that you being in the car was even worse."

"I don't really have anywhere to go. My house is all the way across the river, I was planning to stay with Stephanie tonight."

"I should get out of the driveway before things get too obvious. Stay in the car, I'll take you anywhere you want to go."

"Okay, that's probably a good idea," she replied and sent her friend a text.

Matt turned back toward town and she said, "She's really young. She's my cousin, I was trying to help her with a guy."

"How young is she?" he asked.

"She's 17. I'm 22. We grew up in town together despite our age but it's getting harder because she's so high school."

"By the way, I'm Matt," he said looking across at her darkened face in the passenger seat.

"I'm Rachel," she replied. "Thank you for coming back for us. I was freezing and would've been a popsicle by the time we got to Paul's."

"I wouldn't dream of leaving two ladies on the side of the road freezing weather or not," I said looking at the temperature gauge now reading -19 F. "Why did you leave the house without any coats?"

"We were just heading a little bit further to her boyfriend's house on Park. Didn't think we'd need them."

"So, where'm I taking you?"

"Like I said, I don't have anyplace to go. I could go home but my keys're in my coat back at Paulie's and there's no one there. I'm sorry. You were probably headed home and we fucked it up."

"I was headed home but like you, there's nothing waiting for me. You want to go somewhere for a while, then maybe you can sneak by and get your coat and keys later on?"

"Yeah, sure. I mean I don't really have a choice."

"I promise, I'm not a creepy guy. We can go to the Bear Creek Saloon and have a beer."

"Oh, I don't think you're a creepy guy at all. That's not what I meant, I just feel bad ruining your night."

"Stop feeling that way. It's now gotten a whole lot less boring."

With that, Matt set the SUV for the Bear Creek and they sat in silence for a few minutes. Rachel broke the silence, "Do you live here full time?"

"Nah, I have a house here but I live in Northern New Mexico. Are you from here?"

"Yeah, I grew up here. Where's your house?"

"Back on Holiday."

"Shit, you were almost home, I'm sorry."

"I said, stop it. I'm enjoying myself right now and it's fun to meet new people."

"Still, you must hate hanging out with a 22 year-old local chick."

"Why would you that?"

"Well, you're some rich older guy for one."

Ouch, thought Matt. "How old do you think I am?"

"I don't know, like 30 or something?"

Double ouch!! "Thank you. But is that really all that old?"

"I guess not. I just feel really young and stupid right now. My cousin gets me to do some really immature shit."

"Well, family is family. You can't abandon them."

"I guess, but it's worse. Here I am going out with a 17 year old...what a loser, right?"

"I just think you're a good cousin and friend," I said as we pulled into a parking spot at the bar.

Matt walked around and helped her out, just then realizing she had on flats with no stocking or socks, exposing her ankles to the bitter cold. Reaching into the back seat he pulled out his ski coat and offered it to her for the walk in. She smiled and for the first time, he noticed how lovely this young lady was. She had light brown hair down to her mid-back and lovely blue eyes, soft features with high cheek bones and ski slope nose. All she wore before he helped her into the ski coat was a pair of jeans and a ladies flannel blouse over a white camisole.

They hurried in and Matt led her to a spot far from the door where they could warm up and not freeze each time a new patron entered or left. They took seats in a small booth and the waitress (one who had seen Matt before and recognized Rachel as well) came over to take their order. They ordered a beer and Matt looked into her bright blue eyes realizing the true beauty of this girl.

"How is there no one waiting for you at home, you are so beautiful," he said.

She blushed, looked away and answered, "Thank you."

"Sorry, now I guess you do think I'm a creepy older guy."

"No, no, not at all! You're so sweet. Picking us up on the road, taking Steph to Paul's, bringing me here...."

"Like I said, what else can I do for a damsel in distress," he said, showing his brightest smile.

"How old are you anyway?" she asked as our beers arrived.

"Or something," he responded.

"What?" she asked, eyebrows raised.

"You said I looked 30, or something, early...so, I'll stick with the or something."

She giggled and sipped her beer. It was finally getting warmer and they shed their coats getting more comfortable. He could see her even better in the light of the bar and was more and more impressed with her attractiveness. She had long arms, long hands, and fingers to match her long legs. They sat and chatted and slowly she got more comfortable with him and less self-conscious. Matt complimented her more and each time she blushed a little less.

On their second beer the music in the other room began and they headed in to see the band playing on stage. He asked her to dance and they danced a two-step. She was a much better dancer than him and it was his turn to feel self-conscious. Her smile brightened and she held him in her arms and when the song ended he leaned in for a kiss. For the first time that evening Matt remembered Suz and thought about how this was his second first kiss of the evening.

This one was different. It was obvious that Rachel was not entirely experienced with new men. Matt was still feeling his excitement from earlier in the evening and wanted to explore how far this nubile beauty would go. They danced a couple more dances and each time Matt held her closer and allowed his hands to roam her back and shoulders. At the end of each dance he kissed her more passionately than before. She was tentative as a kisser and even more so with her hands, keeping them on his shoulder and in his hand.

They took a break and Matt sat across from her back at their table. He asked, "Are you having a nice time?"

"Yes, I am," she smiled tentatively.

"Is it okay that I kissed you?" asked Matt.

She blushed again and giggled a little. "Yes, I liked it...it's just....," she let her sentence drop off.

"It's just what?"

"Well, I haven't really been kissed by a lot of guys and you're....you're so nice."

"Thank you, I think," came his reply.

"No....see.....this is what I mean. I get all flustered and can't, like...express myself very well."

Matt took his hand to her cheek, ran his fingers through her silky hair and smiled into her eyes. "It's okay, Rachel. I'm sorry if I made you uncomfortable.

"No, no. Not at all. I like this," she cooed. "It's just, I usually don't do this sort of thing."

"What sort of thing is that?"

"You know, like go to a bar with a strange man who picked me up out on the road and then kiss him. I like it though."

"I like it too," and Matt leaned back into her face to join their lips again.

This time he braved a dart of his tongue to her lips and she opened her mouth wider allowing his tongue to flick across hers. She melted her mouth into his and he placed his hand on her side where her bra came around form the back. Slowly, he rubbed the side of her breast with his thumb while his tongue darted in and out of her mouth. He could feel the perky firmness of her youthful breast just under his thumb and her kisses increased in their passion.

Matt grew bolder as his cock was pushing up against his jeans in reaction to Rachel's attentions. He moved his palm around to the front of her chest and cupped her breast in his hand, flicking his thumb over her nipple. She was struggling to maintain control and sighed happily into his mouth. Matt pulled away from her and broke the kiss to take a break. They were, after all, in a public place.

"Wow, I've never been kissed like that before," Rachel told him.

"Really? A girl as beautiful and sexy as you, I find it hard to believe."

Blushing some more, "Well, I don't really go out much."

"You are gorgeous and I could keep kissing you all night," said Matt.

"Thank you, you are so sweet. You really know how to charm a girl."

Leaning back together, they kissed again with more passion. Boldly moving his hand to her breast again, he fondled it and massaged it with more force. She kept her hand in his other hand and her eyes closed. She pensively tested his mouth with her tongue, leading to a wrestling match in their mouths. She was getting wet in her panties and knew that it was getting out of hand quickly. She broke the kiss and pushed back, taking the wrist of the hand massaging her breast and pushing it away.

"He smiled sheepishly and said, "Sorry, I got a little carried away."

"No, I'm the one who got carried away. I don't do this sort of thing in public, like ever."

Matt was feeling deflated. After being pushed to the brink earlier only to be rejected (or at least put on hold), he was revived by the prospect of this young, sexy girl. Not wanting to push it, he said, "Yes, I'm sorry. I'll behave. Do you want me to take you to get your coat and keys?"

"Don't be sorry, I really like this. I just feel, like weird with all these people around. If you want to take me I can text Steph and see if it's safe."

"I would rather spend more time with you, but I'm being the creepy old guy again."

Laughing out loud this time, "Stop saying that. No you're not. I'll be right back," she said taking her cell phone and heading to the bathroom.

Matt settled the tab with the waitress and watched as Rachel came back from the bathroom. She sat down and said, "Paul is still up and Steph doesn't want me to come by, she says he'll figure it out."

"I have a four bedroom house, you're welcome to stay with me tonight," Matt said before he even thought about it. "That is, of course, if you trust me. I'm really not saying this right...anyway, it's just a nice guy offering a warm place."

Giggling again, Rachel said, "That's so sweet. I really feel awful saying this, but I'm not sure I have much of a choice. I do trust you, you've been a complete gentleman."

And with that exchange the two got up, put their coats on and walked out to his waiting SUV. It was even colder and there was a light snow falling. Shivering for the first half of the drive, Matt looked up to see the temperature gauge now reading -28 F.

A few minutes of slow driving later, just as the SUV started warming up slightly, Matt pulled into his driveway and opened the garage door with the remote. Once inside, he punched the button again to lower the door before stepping out of the SUV. Opening the door for Rachel, he stepped aside and motioned for her to go in the house.

It was blessedly warm inside and they both sighed while taking off their shoes and coats. Matt took her into the kitchen/dining room and toured her around, offering her another beer. She gratefully accepted and he pointed her toward the living room which was really just an extension of the kitchen/dining area.

"Welcome, please make yourself comfortable," he said thoughtfully.

"This is a really nice place. I did have the rich part right."

"No, I'm not rich. My parents wanted a summer place to come visit and together we put enough cash into a pot to be able to buy this."

She sat on the sofa and kicked her feet up underneath her. Sitting next to her, Matt placed an arm around her shoulders. She leaned into him comfortably and sighed. "You're so sweet and charming. I really don't know what to say."

"You don't have to say anything, I'm glad to have the company of a lovely girl."

Again drawn into her lovely blue eyes, he leaned forward and their lips again in an electric kiss. Instantly relaxing into his kiss, Rachel placed her beer on the side table and turned to face him directly. She grasped his face in her hands and pulled him harder into their kiss. Matt reached around and set his beer down as well, bringing his hand to her back and shoulders. Tongues wrestling, lips smacking and hands roaming, they embraced and kissed for several minutes. Matt's hands once again made their way to her breasts and this time she moved her hands from his face and placed them on his thighs.

She rubbed her hands on his thighs, working closer to his now aching bulge while his hands worked her lovely b-cup breasts. She reached his cock with one of her hands and rubbed along its length with her palm. He reacted with a grunt, encouraging her further ministrations on the thick protrusion. He unbuttoned her flannel blouse and pushed it over her shoulder revealing only a soft cotton camisole underneath. He pulled the cami out from her jeans and worked his hands up underneath to her heaving chest.

She kept stroking him with her palm and he squeezed and massaged her breasts through her bra, pinching her nipples. He reached around her back to undo her bra strap and as it came free, she stopped the kiss and sat back looking into Matt's eyes. "I've only been with one other guy before. I'm not sure what to do, or even if I should like, you know, be doing this," she admitted.

"Only one other guy has been as lucky as me, huh? Well, I feel truly special."

Blushing she said, "I'm sorry, I wish I had more experience."

"Don't be silly. Everyone has their own pace for things. Do you want to stop?"

"Do you?" she asked.

"I'll tell you what, let's do this. Since you're not very experienced and you're nervous, and since I am very turned on and obviously want to make mad passionate love to you, let's take it slowly."

"Okay, what do you mean?"

"Well, I take it from your nervous demeanor and our conversation that you've only been this far with the one other guy, right?"

"Yes, but more than one time."

"Of course, but have you been naked with other guys?"

"No, just him."

"And have you felt other guys' cocks before?"

"No, just his. Well, there was a guy back in middle school at a dance, but that was like, middle school."

"Yes, I understand. Has another guy felt your breasts before?"

"Yes, that's happened a couple of times."

"How about your pussy? How many guys have felt your pussy?"

"Just Ben, just the one."

"Did you and Ben have oral sex?"

"Sort of but it wasn't, you know, like...I didn't know what I was doing."

"Did he go down on you?"

"Yeah, a couple of times, but it was weird. He always stopped and I felt like I must taste bad or something."

"I doubt it...he was just inexperienced, that's all."

"So, will you like, teach me?" she said with a blush on her cheeks darker than he'd seen.

"If you want me to, I will be happy to make love to you and teach you a few things. But I want to go slowly, not in a sloppy hurry. There's a time for sloppy quickies but this isn't it."

"Really, you don't think I'm a weirdo or something because I'm 22 and so inexperienced?"

"Hell no. It is really sweet and kinda fun. I haven't been in this situation in a long time."

"So how old are you?"

"I'm 40 this year. Technically old enough to be your father."

"You don't look old enough for that."

"Still wanna be naked with this old man?"

"Yeah, I like you. You're really sweet and I wanna see what's hiding in those pants."

"Well, okay. Then stand up and take your camisole off for me. Slowly...."

Rachel stood in front of the sofa and slowly pulled the hem of her cami up her stomach, along her sides, over her round breasts and finally over her head. As her hair was pulling through the last of it, she realized her bra strap was undone. She reached across to one shoulder, then the other to pull the strap off her shoulders, letting the bra fall from her breasts. As they fell slightly into their natural position, Matt smiled his approval. They were set symmetrically on her chest, well proportioned with quarter-sized nipples pointing straight out. The little nubs at the front were pointing out like pinky tips, hard from her arousal.

"You like?" she asked.

"Yes, very much. They are so perfectly shaped. Now, take off your jeans."

"First, I showed you mine, you show me yours," she said as she smiled. He stood in front of her and removed his sweater over his head and then slowly pulled his undershirt off in the strip tease theme she had established. "There. Now, your jeans."

She reached down and unbuttoned her jeans, then, with agonizing slowness, she pushed the zipper down to its stops. Hands on the sides of her jeans, she slowly worked the jeans over her hips exposing her black thong straps. Further, she slowly pushed the heavy denim material over her skin exposing more and more of her creamy white skin. Her crevice was exposed and then one leg at a time she leaned forward, her breasts falling in front of her and peeled the jeans from her tones, smooth legs.

"Your turn," she said flinging the jeans to the side.

Matt stood looking at her sexy 22 year old body and felt his cock harden more in his pants. With less flair and a higher speed he unbuttoned, unzipped and pushed the jeans over his throbbing cock and down to the floor. Stepping out one leg at a time he continued to admire nubile body.

Without a command from Matt, Rachel reached to her thong and was just about to peel it off as well, when Matt reached out and stopped her. "Not yet. Follow me."

Matt guided her by her hand back to his bedroom. He put on the lamp, keeping it bright enough to see her but not so bright to ruin the mood. He leaned down and kissed her mouth gently, licking her upper lip and caressing her hair with his hand. Then he sat her down on the edge of the bed before he kneeled in front of her and began kissing her chest, neck and shoulders. Working his way lower he kissed first one breast then the other, alternating licks and flicks of the tongue over her hard nipples. He sucked each breast fully into his mouth working his tongue furiously over each nipple, forcing her arousal levels even higher.

As he worked further down her flat stomach to the seam of her panties, he continued to kiss, lick and tickle her. She responded by moaning and laying back onto the bed. Matt continued his southward travels keeping her panties covering everything. He gently kissed and teased her thighs, working back up over her musky smelling mound and then back to her inner thighs again. It was a torturous route that had Rachel trembling with desire. He moved his mouth over her satin covered pussy and breathed his hot breath into her bringing a strong sigh from her lips.

He pinched a finger in between her panties and skin pulling them aside exposing her young, moist pussy to his mouth. He worked his tongue along her outer lips, slowly licking up and down before darting it in and out quickly, teasing her sweet pussy. It was clear from her moans and groans that he was hitting the right spots to keep her aroused. He pulled her panties down and over her hips, rolling them past her thighs and off her feet.

Facing her fully exposed, never fairly treated, pussy, he decided to dive in and suck everything he could taste. He sucked her lips, he sucked her clit, he sucked her inner thigh, everything was fair game. She was basically begging him with her upward hip thrusts to do more. Obliging as he was, Matt attacked her clit with fast, relentless tongue strokes as he pushed two fingers up inside her wet, dripping pussy.

Fingering her pussy and licking up from the base of her clit to the hood covering it, he she began bucking her hips into his face and babbling nonsense from her mouth. He worked the inside of her pussy with his fingers, stroking in a bicycle motion over her lumpy g-spot. She bucked, yelled and grabbed his head in her hands as he brought her closer and closer to her first real man-caused orgasm. He pushed into her even harder, circling his fingers faster and faster.

Rachel's breathing increased to a pant, her hips bucked fast and hard into Matt's face and her body felt like a fire was consuming her. As Matt mauled her with his golden tongue and strong fingers, she could feel an explosion welling from deep in her abdomen. It was unlike any feeling she had ever experienced. As that thought worked into her mind, her entire bottom half seemed to split off from her as her body shattered from an explosive force she had not yet met. Juice blasted from her pussy into Matt's face, her hips lifted incredibly high off the bed and her body shudder with the force of her first true orgasm.

Matt stayed with her during the wild chaotic mess that was her orgasm, keeping his mouth firmly planted on her pussy and his fingers deep inside. Her body wracked with convulsions until she could stand no more and she hastily pushed his head away from her. Disengaging from her pussy, Matt sat down and looked along her body in admiration. Her pussy and thighs were soaking wet, her lips were swollen and red, and her body was still trembling with the after-effects.

Slowly Rachel came back to reality. She looked down to see Matt smiling up at her from his sitting position between her legs. Feeling self-conscious for the first time since the living room, Rachel blushed and said, "I'm sorry, I don't know what happened."

In spite of trying to calm her, Matt couldn't help but smile. He said, "That was so much fun!"

"Fun? Really?"

"Yeah, why wouldn't it be?"

"I guess since no one ever did anything like that, I don't know, like it wasn't weird for you?"

"Weird? Hell no! Cool, fun, exciting...those are words I would use to describe what just happened. But not weird."

Matt stood and got on the bed, pulling her higher up to lay next to him. Snuggling her close to him, he stroked her back and arms, tenderly kissing her. They held each other as his cock grew harder in between them. Feeling it pressing into her thigh, she reached down and rubbed it through his boxer briefs. She asked him, "Can I see it?"

"Of course! You explore and do what you want with it," he replied.

She moved down the bed and kept teasing and playing with his cock through his shorts. Pulling the waistband away from his cut abs, she reached a hand inside and grasped it in her hand. It felt thicker than Ben's but she couldn't be sure. Pulling his shorts over his cock and down his thighs, she saw that it was indeed a bit thicker and about an inch longer than Ben's cock. There was a sticky dribble of pre-cum on the tip and she couldn't resist the temptation to flick her tongue out and taste it. A salty, pleasant flavor entered her mouth. She decided to put the head into her mouth and opened wide to fit it inside.

Matt felt her tentative motions and decided to help her. He said, "Wrap your lips over your teeth to keep them from rubbing on it. Then just pretend your mouth is a pussy with a tongue in it."

She rolled her lips over her tongue and pushed her mouth over his cock, a couple of inches deep.

"Yeah, like that. Now use your tongue on the head, it's the most sensitive part. Use your hand to stroke it at the same time."

Rachel used his teaching to pleasure his cock. With more confidence she sucked in more and swirled her tongue over the head even faster. Matt placed his hands on her head and simply guided her to go a little faster without forcing her any deeper on his cock. Despite her lack of confidence, she found herself enjoying cock sucking for the first time in her life. Matt felt her rhythm increase and knew she was getting into it. He felt himself getting close to an orgasm and he really wanted to cum inside her pussy but he also wanted her to experience a real blow job.

Deciding to let her finish him in her mouth, he tensed his legs and let the hot, wet, sexy, young mouth surrounding his cock massage him to a much needed release. After all the teasing and flirting of the evening, he felt his balls ready to rupture. "I'm going to cum soon," he announced. "If you want to pull it out of your mouth and let me cum onto your face or tits, just keep your fist pumping me."

Instead she sucked even harder bringing the geyser to full eruption mode. In one long grunt and a huge blast of hot cum into the back of her throat, he came with a burst. Spew after spew of cum splashed the back of Rachel's throat as Matt's hips bucked into her waiting mouth.

Seven, eight, nine spurts of cum filled her mouth until she could hold no more. She removed his cock from her mouth and swallowed what was left in her mouth and throat, letting the rest dribble onto her chin and neck. Finally, empty he laid back down and relaxed, spent and happy.

She finished licking up the remaining cum and then moved her body up alongside his, resting her head beneath his chin. They lay in that position for a while recovering from the massive energy expended by their two explosive orgasms.

Some time later, Rachel leaned up and focused those beautiful eyes on Matt's. He tilted his chin down and kissed her again on her smooth, red lips. Kissing her gently and passionately for a time, he felt the stirrings of his hardness coming back to life. He massaged her breasts and felt her tiny, young nipples. She reached behind him and grasped his ass in her hands, forcing his thickening cock into her belly.

He broke the kiss and said, "Stroke my cock with your hand and I'll be ready to penetrate that sweet pussy in no time."

She grasped his seven inches firmly in her fist and stroked the final bit of life back into it. Feeling ready for a good tight pussy fucking, he rolled over and moved between her legs. Holding his cock at her slick entrance, he rubbed the head up and down along her slit preparing to penetrate this young beauty's tight, wet hole with his thick, hard cock.

Looking into her eyes, he pushed into her slowly but firmly feeling her heat surround him. Pushing down as far as he could their pubic bones melted together and he filled her. He slowly pulled out before pushing back to hilt again, maintaining a slow, steady pace. He leaned down and kissed her passionately on the lips, then moving down to her ear he whispered in her ear, "Wrap your legs around me."

She obliged and crossed her ankles just above the small of his back. "That's it, now dig in your heels so I can feel when you especially enjoy something I'm doing."

She obediently dug in and pushed him down into her harder. Encouraged by her prompting, he thrust harder into her with each push keeping his pace steady. The harder he pushed the harder she dug in, giving him the sense she wanted a serious fucking. Her petite, skinny body was taking his forcefulness in step and he continued to up the power and increase the pace. Sweat was slickening on their bodies and their breathing became heavier and heavier. Her tight pussy was wet and welcoming to his thick cock, her young, tight body underneath him providing a boost to his 40-year old ego. His virility was as strong as it had been in a long time and he began to really pound into her nubile pussy, providing the fucking she had never before known.

Rachel felt his hot breath in her ear, his sweaty body forcing itself down into her as she spurred him on with her heels in his back. The sexy feeling of this mature man's weight sinking her deeper into the mattress was beyond any experience she had yet known. She wanted him to stay there forever, fucking her, making her feel feminine and sexy, and showing her how passionate sex can be. Sure, his cock felt great stretching her tightness and rubbing past her nubby g-spot, but it was the passion and attention to her and her desires that had her feeling the effervescence from deep inside.

Matt pushed himself up onto his hands, leaning over her allowing more separation between their hips. This allowed him to pound into her with harder force, slapping their skin together with each thrust. He drew his cock to outer verge of her pussy lips before slamming it back into her driving deep into her womb. Her pussy walls pulled and stretched his sensitive skin causing a deep, burning pleasure to build within his loins. It felt so primitive and right to be coupling with this younger beauty, unexplainably in his state, but nevertheless still there.

Rachel again felt the deep burn welling up inside her belly as his pubic bone pounded into her exposed clit. Having just had her first real orgasm a few minutes before, this was completely unexpected. At least this time she knew what was happening and prepared herself for the inevitable convulsions.

Matt looked down saw her eyes closed and her bottom lip clenched between her teeth, heard her breathing become ragged and heavy and knew she was again close. He sawed his cock in and out harder and faster and just as the first tremors of orgasm jolted her, he leaned his head to hers and locked her mouth in an intensely passionate kiss. She moaned, grunted, groaned and squealed into his mouth as she writhed and convulsed underneath his weight.

Needing him deep inside her, she squeezed his ass underneath her heels forcing him to plant himself firmly to the hilt and remain there. He understood her signal and pushed with his weight to stay deep in spite of her body churning and agitating under him. Her pussy constricted and released his cock in a steady rhythm of orgasmic contractions.

As she stepped down from the heights of bliss a feeling of serenity and peace overcame her and she opened her eyes to see Matt looking deeply into them, kissing her more tenderly and softly than before. Her legs relaxed their grip and his hips were freed to begin their thrusting again.

He began slowly, drawing in and out without the pounding thrusts of a few moments ago. Her pussy was more lubricated, creating a slippery tunnel for him to enjoy. His arms began to tire from the skiing and other activities of the day. He slowly slipped from her entrance and asked, "Do you want to be on top?"

"Sure, I just don't know if I'll do it right."

"If I'm inside your tight pussy, then you really can't do wrong," he said while smiling down at her.

He pulled completely out, rolled over and guided her hips over his. He said, "You reach down and guide it in, it's easier for you to feel where it's going."

She did as he suggested and soon had the tip pushed against her wet opening. "Now, sit slowly and feel it slide inside you," he said.

She slid down and was again filled with his hard, hot shaft. "Now relax and follow my lead."

He placed his hands on her hips and began to pull them up and down, reversing the motion he had just been doing to her. She followed his guidance and started rocking her hips in time with his hands on her hips. The sticky, squishing sounds of fucking soon filled the room and sweat again began to shine on their bodies. His mouth found her nipples and he swirled and sucked them while pulling her up and down on him repeatedly.

Keeping one hand on her hip, he moved the other to her back and pushed her down to lie on his chest. He moved that hand up to the back of her head and ran his fingers through her hair, planting it firmly on her scalp and holding her against his shoulder. He moved his other hand further down to her ass, pulling her up and down on his rod.

They coupled beautifully like this for several minutes until Matt began to feel the rumble in his balls, signaling his release was coming soon. He took both hands and placed them on her ass, pulled her off him a couple of inches and began pumping himself into her. The slapping sounds of his hips hitting hers and his balls slamming into her little asshole filled the room.

She lifted her head up and looked down into his eyes as he frantically fucked her. She said, "I want to watch you cum."

Through grunts and thrusts Matt said, "You're so damn sexy. Look into my eyes and I promise to keep mine open."

She held still as he pummeled her with his cock. Feeling the tension build to the popping point, he grunted and began cumming. Barely able to keep his eyes open, he looked at her simple beauty and flooded her pussy with his creamy cum. Surprised at how deep he was she felt his cum splash into her cervix. Unable to resist the passion, she leaned down and mangled his mouth in a deep, sloppy kiss. As his balls drained of all his cum, they kissed and he released her ass, allowing her drop down and relax on his deeply buried cock.

They kissed and held each other until, a few moments later, his softening cock slipped from her pussy, releasing their combined fluids over his cock and balls and down her thighs. He rolled her onto her side, facing her he held her face in his hands. They kissed tenderly again and wrapped their arms around one another, enjoying the bliss and joy of their copulation.