3 comments/ 34195 views/ 29 favorites Cleveland Dreams By: Dreamer971 Earlier this year I had to travel to Cleveland for a business trip that would last a few days and straddle a weekend. My wife was excited because her best friend Penny lives there; she immediately had visions of us both spending the weekend partying with her. Our daughter's schedule intervened, however, and kept her from joining me. She said that I should still show Penny a good time without her when I was free on the weekend. I reluctantly agreed to do so - while Penny is a truly beautiful woman, she can be difficult to handle sometimes. I think she is particularly defensive around men because she is so good looking and, I'm sure, has been pursued just for her looks. Her breasts in particular are amazing - large and full, the perfect magnets for the male species. Maintaining eye contact around her can be very difficult. I arrived in Cleveland on Thursday morning and spent Thursday and Friday working. I had arranged to meet Penny for dinner Friday evening at a restaurant near her apartment. She arrived a few minutes late, dressed casually in jeans and a loose blouse with a scooped neckline. Her curvy figure was accentuated by the tight-fitting jeans, which showed off a narrow waist flaring out to generous hips and long legs. Her breasts, which are prominent in any outfit, looked spectacular in the blouse. The neckline revealed a lovely swell of her twin mounds and deep, dramatic cleavage. We had a delicious dinner and several bottles of wine. As the evening progressed we got to know each other like we never had before, probably because of the wine. We relaxed, and our conversation turned to Penny's personal life - she was between male companions and feeling sorry for herself. "I'm sure you'll find someone," I reassured her. "There must be men lined up for someone as gorgeous as you." "That's the problem," she answered. "I always wonder if men are interested in me, or just my looks. I get very defensive, and I tend to push people away." "That's understandable," I said. "I've always thought of you as a little shy, but I can see where you would be defensive. Men can be real pigs." "That's why I'm comfortable with you," Penny said, smiling at me. "You've always been a gentleman around me." I laughed a little. "Well, I'm not entirely innocent," I said. "But certainly smart - my wife is your best friend, after all. I notice your looks just like any other man would - I'm not dead." Penny thought about that for a minute. "I appreciate your honesty. But even if you look you don't act, unlike a lot of men. Sometimes I feel like I'm a chauffeur for my breasts - men are more interested in meeting them than me." She blushed, and we both laughed. "I never thought we would have a conversation like this," I confessed. "So tell me truthfully that you don't look at my breasts," she challenged me. I hesitated for only a second. "I can't," I said as sincerely as I could. "As I said, I look. I'd have to be dead or gay - and I'm not sure gay would do it - not to admire them. But I try not to think shallow thoughts about deep subjects, especially in your case." "Deep subjects?" "Your cleavage," I said, nodding at the deep valley above her blouse. "Sorry, bad joke - you know, I think it's time for me to shut up before I ruin your impression of me." Penny laughed. "You're blushing," she said mockingly. "But at least you have the decency to be embarrassed." "I am," I agreed. "I think the wine has made me too talkative here." I was saved by the waiter bringing the bill, which I paid gratefully. Penny thanked me for dinner and we both got up. There was an awkward moment as we both realized we had no idea what to do next. "Back to my place for a nightcap?" Penny offered. "Sounds good to me," I answered. "But I'm not sure how much more I should drink - I might say something I really regret." "I'm sure you'll be fine," she answered. Penny's place was nice but very basic. She's not domestic. I could see that there was still some work that needed to be done here and there - hanging pictures and such. "If you like," I offered, "I can come by tomorrow and take care of some of the handyman stuff you need done." I gestured to a stack of pictures Penny had leaning against a wall. "Are you sure that's how you want to spend your free time?" Penny asked. "It's not a problem," I assured her. "I was instructed to show you a good time. What could be more fun?" I joked. "Then I'd appreciate the help," Penny answered. We went over to her kitchen counter and she poured a glass of port for each of us. Taking the glasses we moved to her couch. Penny took off her shoes before she sat down. "That's much better," she said as she eased into the couch. "I hate wearing shoes." She pulled one leg into her and began to rub her foot. I sat at the other end of the couch. "Would you like me to do that for you?" I asked. "I'm told I'm pretty good at it." I moved a bit closer so Penny's legs would reach me and rubbed my hands together to warm them. Penny moved her feet to my lap; as soon as I touched them she relaxed into the sofa and let out a big sigh. "This is awesome," she said softly. "I really envy Debbie." "I do get some practice," I bragged. Her feet felt good, but my attention was drawn to the rise and fall of her breasts as she lay back on the couch. Unfortunately, just watching that caused an erection of some size under her feet. Rather than try to move her feet off of it I decided to solve the dilemma by pretending it didn't exist. "See, now this is a situation I would normally avoid," Penny said, returning to our earlier conversation. "I'd be too worried." "About what?" I asked, continuing to rub her feet. "You taking advantage of my hospitality. As you said, I'm an attractive single woman, whom you bought dinner for and spent hours with, a little drunk and very relaxed - what man wouldn't consider sex? "I can see that," I said frankly. "Most guys would have high hopes - but I'm not most guys." "So you have no sexual interest in me?" Penny asked. "There may be evidence to the contrary." She moved her foot over my erection to prove her point. "Ah yeah, I'm not saying you don't arouse me," I answered honestly. "I just don't have any expectations or motives here. As I've said, you're a beautiful woman, who happens to have many of the physical charms that I find particularly attractive. But I'm happily married to your best friend." "You know, I'm curious about a few things," Penny said, with a bit of challenge in her voice. "Will you answer a few questions honestly - totally honest - no dodging them, either?" "I will if you want," I told her. "I worry that I might ruin our friendship, though. And, since we're going in that direction, do I get a few questions of my own?" "That seems fair," she replied. "But first I have to run to the bathroom." With that she swung her feet out of my lap and darted out of the room. She was back in a very few minutes, and gave me a quick kiss on the top of my head as she went by. "My turn," I said as I got up quickly. "Hurry back," I heard as I went down the hall. "I'm very curious." I did my business and was washing my hands when I noticed a laundry hamper under the rack for the hand towels. Curiosity made me peek under the lid; sure enough, there was a large underwire bra on top of the other clothes in the hamper. I knew I didn't have much time, so I quickly picked it up and checked the label - 38DD. It was still warm. The realization that Penny had probably just taken her bra off sent my imagination into overdrive. Putting it to my face I smelled a mix of the perfume that Penny was wearing and her own scent. Now my erection was really obvious, but I adjusted it as best I could and returned to the couch. "So what particular charms do I have that you find attractive?" Penny asked as soon as I settled into the couch. She was sitting facing me, and her breasts seemed to be sitting lower, and pushing out the sides of her blouse more than before. At least this one was easy to answer. "Well, let's see," I said, making a list in my head. "First, you're a brunette - I'm very partial to brunettes, especially when their hair is long and dark like yours. And then I prefer brunettes with long legs - again, much like yours." "Anything else?" "Sure," I said, trying to think of a way to say the rest delicately. "I like a woman to have curves, and soft places." "So you like big breasts," Penny said bluntly. "Well, yeah, I do," I answered honestly. "I love to look at them, touch them and rub against them. Look, are we OK here? I'm really worried about being too frank." "You're fine," she reassured me. "It's actually quite nice to get honest answers from a man. And I'm having fun watching you blush. What do you mean, rub against them?" "Wow, how explicit do you want me to be?" I asked with not a little concern. "Use as much detail as you need," Penny answered, leaning toward me. Her neckline sagged, giving me an incredible view of her lush breasts, almost down to her nipples. Any doubt I might have had about her taking off her bra was now gone. Those magnificent globes were hanging free and swaying with her movements. "OK," I said, summoning up my courage. "I mean putting my cock between them and rubbing." "Rubbing - is that what it's called?" "Well, no, it's called something else." "Say it for me," she whispered. "Tit-fucking them." "Yes," she whispered again, almost urgently. "Have you fantasized about doing that to me?" "I've had a dream about it once," I replied, looking for some way to hedge the answer. "But I can't control what I dream!" "I'll bet you woke up pretty excited," Penny observed. "Kind of like you are now." She glanced at my crotch, where my erection was very evident despite my efforts to hide it. "Yes," I conceded, giving up the effort. "And like you seem to be too," I said, looking directly at the front of her blouse. Penny followed my look, and apparently was not surprised that she had twin peaks in the front of her blouse. Her nipples, no longer covered by a bra, were hard, swollen and obvious. They looked like she was hiding gumdrops in the blouse. "Well, I have my own turn-ons," she said calmly. "Do tell," I said, glad to turn the conversation to her. "Yes...I like...I like talking dirty." "Really?" This was an incredible conversation. "Definitely," she smiled. "You like breasts and tit-fucking, and I like saying and hearing about things like tit-fucking." "So this is arousing you?" I asked. "Oh yes," she answered. "I took my bra off when I went to the bathroom earlier, just to be more comfortable. My breasts have been tied up all day, and I wanted to let them move freely. After hearing about your 'interests' though, my nipples are hard." "I, uh, can see that," I answered, trying hard not to stare. "I hope you don't mind me saying your nipples look incredible." "No, but they're aching. And I'll bet you're aching in some places too." Penny was sitting with her heel against the juncture of her legs and her eyes wandered to my erection. Her breathing was a bit ragged, making her breasts heave under her blouse. "What do you think we should do about it?" she asked meaningfully. This was one of the hardest decisions of my life. "Unfortunately, I think we should call it an evening before we do something that we might regret," I told her. "Really?" she blurted. "Really - look, there's nothing I want more right now than to take you to bed for what I'm sure would be truly memorable sex. But I think we would both wonder tomorrow how much it was due to the wine, and we would both feel like we betrayed Debbie. Please don't think I don't want you - I do. You couldn't be more desirable to me. I just think it would be best if I went back to my hotel tonight. But I would love to come by tomorrow and help you out like I offered earlier." There was a very long pause before she finally said, "I understand. I'd like that." I got up quickly, before my resolve evaporated and I began undressing her. We found my coat and I put it on as I walked to the door. Penny moved toward me as if to hug me. "Thank you for a wonderful evening," she said, pulling me into the hug. The bulk of her breasts and her hard nipples pressed into my chest. She melted into me so that my still-hard erection was against her; we held that for a moment and a vision of us naked flashed through my mind, making me shiver. As we pulled away from each other Penny moved forward to kiss me lightly on the lips and I returned the kiss. "Debbie really is very lucky to have you," she said as I opened the door. "I keep telling her that," I joked as I walked away. The next morning I stopped at a hardware store for a few essentials, sure that Penny would have nothing practical in her apartment. Then, after buying some sushi and wine for our lunch, I headed over to her place, arriving in the late morning. Penny was in a lively mood and looked very sexy in a cropped t-shirt and little grey shorts. The shorts accentuated her long legs and the shirt - well, the shirt made her breasts look huge. The bottom of the abbreviated t-shirt was nowhere near her bare stomach because of her breasts, and I wondered what kind of work she thought the outfit was good for. I spent the time before lunch moving boxes and furniture and generally organizing the apartment for her. We ate the sushi and drank the excellent white wine, somehow finishing the bottle in the short time it took to eat. Then it was time to hang pictures and put up shelves. Penny insisted on being on the step ladder because "I can tell when things are level", so I steadied the ladder for her. That gave me a wonderful view of her bare stomach. When she stretched upward, the bottom of the shirt went with her, teasing me with a breathtaking view of the underside of her bra. "Enjoying the view?" she asked finally, catching me checking her out. "Definitely," I answered, figuring boldness was the right tactic. "I've been wondering if you wore that outfit for my enjoyment or your comfort." "You would be right on both counts," she said, smiling down at me. "Don't worry, though," I continued. I can't really see anything except your stomach." "I'm sure that's disappointing for you," Penny joked. She had reached up to finish hanging the last picture; now she dropped her arms, shaking them a little to get the blood moving again. Then she reached under the back of her shirt, unhooked her bra and did that magical thing women do, producing a white underwire bra out the arm of her t-shirt. I felt like I should praise the almost magical trick, but I was rendered speechless by the act, especially when she draped the lacy bra on my head. Turning, she stretched back up to adjust the picture. Without the support of the bra, her heavy breasts hung low enough that I could see the undersides of the two globes beneath her shirt. "The view any better?" she asked without looking down. "Much!" I answered nervously; as she lowered her arms I leaned in and nipped at the bare, tight belly in front of me. Penny squealed and nearly fell off the ladder, but I caught her and helped her down a step, her breasts jiggling in front of my face. "You look incredibly silly with that on your head," she commented. "And you look incredibly sexy without it," I replied, taking the bra off my head and smelling her fragrance on it. Penny raised her arms over her head, crossed her wrists and put her palms together. This lifted the shirt enough to bare the bottom two inches of her pendulous rack, not quite revealing her nipples. She gave a little shimmy that made everything sway amazingly and said, "Why, thank you. I do my breast." I started to back away, the better to resist almost overwhelming temptation, but Penny held me in place. "Stay," she said simply. "I need to tell you something. I talked to Debbie this morning and told her about last night - about what a wonderful, faithful husband you are." My mind started to race - nothing good could come of this, I thought. "I told her how lucky she was - how I couldn't seduce you." "And she said..." "She said you should be rewarded for your behavior," Penny explained. "And she said that if I really needed a man, you were probably the safest option. And then she said that I could share you, if I promised to give you back when I was done." Needless to say, I was dumbfounded, and not just because Penny's shirt-covered mammaries were right in front of my face. I looked up at Penny, who smiled wickedly at me and put her hands at the neck of her shirt. For a moment I thought she was going to take the shirt off over her head, but instead she ripped the shirt down the middle from the neckline. The effect was that her enormous breasts burst out at me, wobbling as they settled in front of my eyes. Penny rocked her shoulders back and slid the shirt off her arms. Then she brought her hands to the sides of her breasts and held them up to me. The word 'spectacular' did not do them justice. They were certainly very large, but also perfectly formed, wonderfully shaped globes of soft flesh. Her areola, large but to scale with everything else, were perched proudly in the center of each orb and capped with nipples that were every bit as big as they had looked under her blouse the night before. My mouth moved toward her right nipple as Penny moved toward me, and I heard a low moan come from her as my lips went around the hard nub. I sucked lightly and then more firmly on the hardness of her nipple. As I circled it with my tongue I heard Penny hiss, "Yess..." almost breathlessly. She was clearly already aroused. After giving her right nipple a fair amount of attention I moved left. Rather than just latch on to the other nipple I traced my way across her breast with my tongue, going across the inside and then underside of the firm orb. I slowly spiraled inward, drawing ever closer to her straining nipple. Penny sighed deeply and whispered, "That's right, baby, love my tits. Let me feel your tongue on them, suck them all you want. My breasts are aching for you... suck them baby...suck my nipples. I can feel them getting harder under your mouth." Her voice continued as I worshipped her curves, and spent many, many minutes worshipping every square inch of Penny's amazing breasts with kisses and strokes of my tongue. She would switch from holding them to my mouth to stroking my hair and pulling my face into her. I almost suffocated happily as my face settled into the valley between them, soft flesh on both sides of me as I licked her cleavage. She rubbed them around my face as I plumbed the depths of her cleavage. I finally paused for a second, catching my breath, and Penny asked softly, "Are they as good as in your dream?" I smiled. "A dream versus the real thing - no contest! And they're only one part of you. I want to explore it all." Her position on the ladder made it easy for me to take her in my arms and carry her to the bedroom. We undressed each other quickly as we got into the bed. "I want to make love to all of you," I whispered to her. After kissing her for a few wonderful minutes, I started at her neck and slowly tongued my way down to her breasts. But I only lingered there for a few moments - they had their share for now, and continued down over her flat belly. I playfully tongued her navel, and discovered that she's ticklish there. Her body tensed a little in anticipation as my tongue went to her lower belly, but I intended to make her wait just a little longer. My tongue detoured to her right hipbone and she gasped at the sensation. I softly traced the line of her hipbone downward into the V of her sex. I could smell her arousal now. I moved to the other side and repeated the journey, and got another gasp and a moan as a reward. Then, in a promise of things to come, I slid my tongue across the top boundary of her neatly trimmed pubic hair. Cleveland Dreams Penny moaned. "You're making me feel so good." She was running her hands over her breasts, squeezing her nipples between her fingers and tracing her nails over the tender flesh. Her pubic hair was dark, like the hair on her head, but soft and fine. Her scent filled my nostrils as I neared her opening and her legs slowly spread, revealing her to me. Looking up, the sight of her was incredible, this beautiful, lustful woman, huge breasts rising and falling, giving herself to me. I wanted to please her like she had never been pleased before, to make love to her so she felt like a precious gem. I dropped my head between her thighs and slowly licked the soft flesh on either side of me. Penny lifted off the bed. "Yes, I want it," she gasped. I brushed my lips across her most secret place, letting her anticipation build. On the fourth or fifth pass I let my tongue glide over the surface of her lips, and Penny exhaled sharply. My tongue explored the length of her opening, from the top near her clit down to the bottom, where it led to her ass. She was delicious, and I licked up every drop of her excitement. Her clit engorged to full size, and I let my tongue flick at it in passing. Penny gasped at each of these touches. Finally I let my tongue settle on the swollen bud, and feather it with licks of increasing pressure. Penny's excitement built quickly, but I wasn't ready to take her to the end yet. Her thighs started to clench and I could sense her climax building - time to move elsewhere. She whimpered as I left her clit, but groaned deeply as my tongue found her opening and slipped inside. I fucked her with the length of my tongue, and then returned to her clit to take her to the edge again. A few more teasing switches like this and Penny's hands wound into my hair to hold me in place. I understood, and stayed with her clit. "Ahhhh...oh, David!" Penny cried. Her thighs practically went into spasms and clamped around my head as her hips rose up to push her pussy into my face. Then there was a gush of wetness as her orgasm began. I managed to keep my tongue on her clit as we rode out her orgasm together, until she relaxed back onto the bed and pulled my face up. "Oh baby...baby," she said. "Come up here so I can kiss you." I kissed her thoroughly and settled my head on her pillowy breasts. I could hear her heart still racing in her chest as she came down from the orgasm. "Thank you, my lover," Penny murmured as she got her breath back. "That was definitely what I needed." "I'm glad I made you happy," I answered. "We can do it again if you like." "Not right now," she replied. "It's my turn to please you." With that she rolled me over with the skill of a wrestler and I found myself under her. Her breasts were in my face, so I took advantage of that happy fact to use my mouth and tongue on them. Penny laughed softly and rocked her upper body to gently rub them across my face. "Can't get enough of them, can you?" she asked playfully. "Well, you did put them in my face," I retorted, somewhat muffled by her soft flesh. "Let's see what's down here," Penny purred sensuously as she began to slide down my body. Her breasts were two exciting pressure points as she moved down my chest and stomach. They moved heavily over my cock and onto my thighs. "What a lovely cock," she said, holding my erection up for examination. She wrapped one hand around the hard shaft and began to stroke me. I groaned at the sensation of her hand and lay back to enjoy her attention. The feeling only got better when I felt her lips touch the tip of my cock, then slowly slide down my shaft. She took my full length on that first plunge, her tongue on the underside of my shaft as her nose pressed into my pubic hair. She made some kind of swallowing motion and I felt her throat ripple around me as she tongued me. Then she tightened her lips, sucked hard and brought her mouth back up to the crown of my cock, lashing it with her tongue. I arched my back and instinctively thrust at her mouth. She took my length easily, making me groan as I felt her mouth and throat enveloping my cock. "Ah, that's fantastic," I gasped. "How do you do that?" Penny lifted off my cock and smiled at me. "I don't have much of a gag reflex, so it doesn't bother me - and you seem to like it. Now, let me satisfy you." For the next ten minutes she tried to do exactly that. Penny lavished attention of every kind on my cock, licking it, sucking it, stroking it with her hand. I came to the edge a few times, but never went over, always thinking of other things I would like to do to and with her. As much as I wanted to climax into the warmth of her mouth I couldn't let go. "Am I doing something wrong?" Penny finally asked. "Why aren't you cuming?" "Because I want to love you in other ways too, and I don't want to wait to recover," I explained. "Believe me, you're doing incredible things to me - I just want all of you." Penny responded by sliding her body up the length of mine until she was on top of me. "Then take me," she said huskily. I kissed her deeply, winding my fingers into her long dark hair. The kiss went on for minutes; we melted together just from our mouths and tongues meshing. After a near-eternity of this my hands stroked a path down her body to hold her ass, shifting her position so my cock was rubbing against her clit. "I want you inside me," she whispered. "And I want to be inside you," I answered. Penny rose up and let my erection move up with her, probing at her mound but not entering her. She braced herself with her hands on the bed on either side of me; this had the effect of pushing her wonderful breasts together and forward. We moved together until my cock was at her entrance, then kissed deeply again. At the peak of the kiss she slid slowly down my shaft, engulfing my length in the exquisite velvet of her pussy. We both gasped at the incredible sensation of our joining; it was a moment that was precious and special in every way. Penny began to rock her hips slowly and sensuously, grinding her clit on my pubic bone and sliding me in and out of her slickness. "Oh, you feel so good inside me," she sighed. "Mmmm-Hmmm," I agreed. I reached up to fondle her fantastic tits, rolling her nipples between my fingers. Penny soon had a small orgasm and, shaking, she collapsed on my chest. I left her breasts and moved my hands to her ass, guiding her hips through the climax as I fucked her. "Oh baby, keep fucking me," she moaned. She rose up on her elbows and offered her tits to me. "Suck my nipples, suck them hard." I curled my tongue around each nipple in turn, all the time sliding my cock in and out of her incredible pussy. As I felt her second climax grow I sucked hard on her right breast while rolling her left nipple in my fingers. My right hand was on the full cheek of her ass, rocking her onto my cock. "Oh! I'm going to cum again, oh! Fuck me!" I fucked her as the orgasm built and finally broke over her. Penny groaned loudly and froze in place as she climaxed, the waves of orgasm seeming to synch themselves to the rhythm of my cock and mouth. She slowly relaxed as her climax faded and she settled onto my chest. "That was incredible," she murmured in total satisfaction. Then she realized that I was still inside her and erect. "But you haven't cum yet. Am I doing something wrong?" "Not at all," I rushed to reassure her. "I'm thoroughly excited, but I was so intent on pleasing you I couldn't let myself go." "And you certainly did please me," she sighed. "But now it's your turn, and I know exactly what you want." She slowly raised herself off me, my cock reluctantly leaving her. She reached over to the drawer of her night table and found a bottle of lotion. Squeezing lotion into each hand she rubbed a generous amount onto each of her breasts, until they shone with slickness. An extra squeeze went between her breasts, and she lay back on the bed. "I want your cock between my breasts," she whispered. "Anything to please my lady," I pronounced. I moved to straddle her chest, making sure not to put my weight on her. Penny pushed her breasts together and I slid my cock into the warm depths of her tits. The feeling was incredible as the slickness of the lotion and the softness of her breasts gripped my shaft. My cock tingled as I moved it forward through the wonderful tunnel of flesh. As the head of my cock poked through the top Penny licked it in welcome. "Let me watch you fuck my tits," she whispered erotically. "I want you to fuck them until you cum all over me." I watched her lovely face, intent on my cock, as I fucked into the valley of her tits. The sensation was almost unbearable, and the eroticism of it all too much. Penny's nipples were squeezed close to each other as she surrounded my cock with her breasts. Her lovely face, those incredible tits...it was a matter of a few minutes before I felt my own orgasm building. I relaxed and let myself go, let the sensation build until I couldn't stop it no matter what I did. And then my vision blurred, my cock exploded, and I felt as incredible rush of cum pump through my cock, pulse after pulse until I was totally drained. I came out of my orgasmic trance when Penny spoke. "My goodness, I think you needed this more than I did," she said huskily. I opened my eyes to an unforgettable vision. Not only had I painted the cleft between her heaving tits, but most of her face as well. Cum coated her throat and chin, streaked across one cheek and eye, went across her forehead and drew a ragged white line in her raven hair. She licked her lips, capturing the cum that had been deposited there. "I'm so sorry," I started to apologize. "No, I love it," she quickly said, interrupting me. "I think it's sexy, and a little dirty, that you came all over my face. I must be a sight." "You are," I assured her. "A vision of loveliness." Penny wiped off most of the cum that was covering her and we settled back on the bed to rest. We both drifted off to sleep for a while; when I woke I found myself spooned against her back, my cock nestled in the crease of her lovely ass. I very quickly developed an erection as I felt her against me and at some point my arousal woke her. "Mmmm," she purred, as she rubbed her backside against my hardness. "He's ready for more, I see. I thought I had satisfied him." "You did," I assured her. "But he's a greedy thing when you get down to it. And you're inspiring." I moved my hand around her arm to cup one full breast. Penny's nipple hardened at my touch. "Maybe he's not the only one who's greedy," I noted. "Maybe," she said softly. Her hand went between her legs to guide my cock into her warmth. My shaft rubbed against both of her inviting openings, but I assumed we were going to make love conventionally again. I moved to the opening of her pussy and began to enter her. "Mmm, wait," Penny said. She reached for the lotion again and put some into her hand. Reaching down, she spread the lotion over my cock. "Remember how I like to say and hear dirty things?" she asked me. "Here's another one," she said breathlessly. "I want you to fuck my ass." Having once thought I knew this woman, I was amazed but also thrilled. I shifted to move my cock back to her rear when she stopped me again. "Let's do this right," she said, moving to get on her knees, with her face on the bed. I got up and moved behind her. "You have a fantastic ass, you know," I said as I admired the sight before me. I took the lotion and was ready to anoint her with it, but her puckered asshole stopped me. First I had to do something - I moved in and flicked my tongue over it. Penny giggled and bobbed that firm ass in my face. Parting her cheeks with one hand I lubed her tight hole with the other, my finger slowly penetrating her. She was breathing faster now, and one of her hands went between her legs to rub her juicy cunt. Removing my finger, I gave each of her buttocks a quick kiss, and then patted her firmness as I got into position. Knowing the words would excite her I asked, "Are you ready for me to fuck your ass?" She nodded quickly. I clutched her cheeks, one in each hand, and opened her backside wider as I moved closer. My hard-on was throbbing in anticipation as I rubbed it over her globes, and then pressed the tip against her opening. Penny moaned and trembled as I slowly and steadily started pushing in. She moaned more loudly as I entered her and gasped a few times, her hands now gripping the bed sheets. I could feel her tight asshole throbbing against my shaft. When I had about five inches inside her I paused for a moment, letting us both catch our breath. Her moans were constant now as she urged me to fill her. I pushed in the last few inches and began to fuck that fine ass. Penny hissed for me to go slowly, so I did, but she was soon pushing herself back onto my shaft, and we really got into it. Penny's ass was hot and tight, and her moans and gasps turned me on even more as I gripped her hips and fucked her. I lowered myself against her back and reach around her to cup her pendulous breasts, squeezing her nipples between my fingers. "You like my cock filling your ass?" I asked her, knowing it would make her even hotter. "God, yes," she moaned. I moved one hand to her clit and she jumped like she had been shocked. Fucking her faster, I rolled her clit against her pubic bone, and then it hit us both almost simultaneously. I felt her body shake with orgasm as my cock erupted, shooting streams of semen deep into her backside. We collapsed in a heap as our orgasms wound down, with me on top of her. After a few minutes I rolled off and sat up. Her gaping ass was in front of me, red from the friction of our joining. I leaned over to kiss the redness. "That was so erotic," Penny whispered as she rolled onto her side. "And so dirty at the same time. I loved it." "This has been a very special day," I told her as I leaned in to kiss her. "And we have the rest of the weekend to think of other dirty things to do," she grinned. "In fact, I think you should check out of your hotel and stay here with me. Then we would have more time to do them." I did just that, and then we did too.