22 comments/ 31720 views/ 15 favorites Friends with Benefits Pt. 01 By: j_zep2001 Annabelle had her back to me and I ran my eyes up and down her body, silently admiring her form - the curve of her thighs and butt, the way her shoulders looked in that sleeveless shirt. Even from behind, on this angle, I could see the fullness of her chest. She turned and smiled at me as she handed me a tall glass of water. "How are the boys doing?" she asked. Her son Pete and my son Max were playing the in the sandpit in her backyard. "They're good. No fighting at all so far this morning," I replied before taking a sip of water. The day was starting to warm up and the humidity was rising. "They're good playmates," Annabelle said. "I'm glad they get along so well together. Pete gets on with Max better than anyone else in the group." I had known Annabelle since before little Pete was born. She and her husband Richard were part of the same parent's group as me and my ex-girlfriend Jenny. Now our kids were toddlers and a core group of about eight couples remained good friends. We all lived within a few blocks of each other and although only some of us knew each other before having kids, we got on well. Annabelle and Richard seemed to have something of a fairytale story. They were highschool sweethearts who had been married for almost 10 years. They had been trying to conceive and after a period of worrying that they might not be able to, they had the child they'd been yearning for. Jenny and I, however, were something of a smouldering disaster. Our relationship was passionate but volatile and we fought like cats and dogs. We had been together for almost a year when I decided the relationship had to end. We were in a perpetual cycle of fighting, followed by intense making up, followed by more fighting, over and over. I'll never forget the day we agreed to meet for coffee after I'd resigned myself that I would end the relationship. It was a Sunday afternoon and we'd been fighting all week. I'd decided to make a final break - no more getting back together. When Jenny sat down I could sense something different about her and before I could launch into my speech about how we needed to end it, she said those two mortifying words - "I'm pregnant!" Part 2 "I really admire you and Jenny for how you worked things out," Annabelle said, leaning her butt slightly against the kitchen bench, glass in hand. "You did the right thing, for both of you and for little Max." Annabelle placed down the glass and put the palm of her hand on the bench for support. I pretended to be staring at nothing but let my eyes take in the bend of her elbow all the way up to her armpit, which was now shaped like an inverted crescent because of her pose. The dark hairs of her pit were clearly visible and I allowed myself to savour the view for a few seconds before meeting her eyes again. "Yeah, it was hard to start with but it's much better now. We're both doing really well at staying friends and it's working better than we expected," I replied, looking at Annabelle's dark eyes. When Jenny insisted on keeping the baby we both agreed to see a relationship counsellor. Things settled down for us during the pregnancy because it basically became our only focus. Things went well after Max was first born as we were buoyed by that buzz you get with a new baby in the house. However, by the time he was about six months old we started having the same fights again. We went back to the counsellor but after Max's first birthday we realised that we just weren't meant to be together. Thankfully, for all Jenny's faults, she is very warm-hearted and we both agreed that Max was our most important priority. We worked out the custody arrangements and were surprised by how supportive our friends and family were of our decision. Most people agreed it was better for Max to be raised by two people who were happy, rather than a couple that was miserable. My parents and Jenny's parents have been great and he's now being raised by his father and grandparents one week, and his mother and other grandparents the next. "I'm proud of you both," Annabelle said, leaning forward and squeezing my forearm. She left hand there for a few seconds before leaning back against the bench. "Did you know Jenny has a boyfriend at the moment?" she asked. "Yeah," I replied. "I met him the other week. He's a nice guy actually. And they seem to get on well," I said with a chuckle. "You're not jealous?" she asked. "No, I'm not the jealous type." "That's good to know." Annabelle smiled. "And how's your love life?" "Pretty quiet. I'm still looking," I replied. "Still looking, eh," she said, raising an eyebrow. "Do you ever look at me?" I was shocked by how blunt her question was. I went to have a sip of water but realised my glass was empty. Annabelle watched me as I tried to think of what to say. "Honestly ..." she said softly. "Do you ever look at me?" I swallowed hard and said in a dry voice. "Honestly? Yeah, I do ... but I try not to." "Really? Why? Why do you try not to?" She was still speaking softly. "I thought that would be obvious," I said. "You're married. I shouldn't be staring at you because you're married. It's wrong ... somehow ... for you and for Richard." A little smile crept across her face. "I know you look at me. I just wanted you to admit it." In my mind I tracked back a few weeks. It was my weekend to look after Max and we were in the park, I was crouched down, playing with him on the ground. An older boy - about four - wanted to hang on the monkey bars but couldn't reach. Annabelle walked over to him and offered to help. I was a few feet away and watched as she bent over the boy to pick him up. It was a warm day and she was wearing a tank top and her cleavage was obvious. She lifted the boy up by the hips holding him steady while he gripped the bars. Her arms were up, elbows pointed out and her pits were fully exposed. Both of us were wearing sunglasses and I stared at the concave curve of her pit. The position meant the curve of her underarm was at its most full and her pits looked their deepest. I'd noticed her armpits before but this gave me an uninterrupted view of the lovely covering of dark wavy hair in her underarm. Her hairs weren't overly long - maybe half an inch - but they were thick and covered a great expanse of her pits. From the area where they started, down near her chest, going up towards her elbow I think the hairs would have covered about four inches of her underarms. The strip of short, wavy black hair was not in an exact straight line, more like the beginning of a lazy "s" and at its widest was probably about one to two inches across the pale skin of her pit. She put the boy back on the ground. "You liked that, didn't you? Want me to do it again?" she said in a sing-song voice. The kid nodded and in my head I was screaming, "Yes! Please, do it again!" She lifted him up again and I was again treated to the view of her fur-covered underarms. "You're enjoying this, aren't you?" she said. She was talking to the kid but I felt like she was looking at me. She put the boy back on the ground. "You liked that, didn't you? You want me to do that again, don't you?" she said. This time her head was up and she was looking at me when she spoke. The kid was giggling and she repeated the process. She lifted him up and set him down at least five more times and each time she said the teasing words. I was staring at her, mesmerised. At last the kid said he was going to play in the sandpit and Annabelle ruffled his hair and smiled. She then put both her hands up on the monkey bar, arching her back slightly, pushing her big breasts forwards, stretching her arms back above her head. We were in direct line of sight to each other and I continued staring at her pits. "Phew, that was hard work," she said to me laughing softly. She stayed in that position for a little longer, smiling gently. And I stayed where I was, soaking up the view. She smiled at me, put her arms down and said, "I'd better go check on little Pete." I'd always thought Annabelle was very attractive. She has strong features, dark hair and a curvaceous body. I'd always kept my eyes open for a chance to catch a glimpse of her pits. And those opportunities were fairly frequent in the warmer weather. Annabelle was completely relaxed about her body and didn't seem to care if people were offended by her unshaven armpits. And if she was wearing any type of sleeveless top you could not help but see them. I enjoyed gazing at them whenever I could but at the same time I felt guilty about it, especially as I considered Richard as a friend and they seemed so happy together as a couple. "Would you like me to re-fill your glass?" Annabelle said, snapping my thoughts back into the present. "No. I'm ok. Thanks," I replied. "It sounds like the boys are getting unsettled." We could hear the boys fighting over something in the sandpit. "You know ... You shouldn't be so hard on yourself about staring at me," Annabelle said, speaking softly, despite the noise outside. "I know you do it ... and to be honest ... I like it. I feel your eyes on me and ... and to be honest ... it turns me on. I was silent, trying to take this in. "And as for Richard ... well, he knows you look at me and I can assure you ... he does not mind at all, either." The words hung there in the room. Then both voices from the sandpit became wails and I didn't get to say the questions I was so desperate to ask. When we got outside both boys had a death grip on either end of a toy dump truck. Max's face was covered with sand little Pete was screaming "Mine! Mine! Mine!" I picked up Max, dusted off his clothes and took him inside to the bathroom. I washed the sand off his face and calmed him down. "I'm going to take this little guy home for a sleep," I said to Annabelle, while Max wriggled in my arms. We looked at each other and knew it was the wrong time to try to discuss what had just been said so I bundled Max to the door. Little Pete was clinging to Annabelle's leg and she limped down the hall to see me out. I sensed she wanted to hug me or kiss me goodbye but the kids made it impossible. I spent the whole day turning her words over in my head. I was desperate to call her but felt uncomfortable doing so. That night, after Max was asleep and the house was quite, I was sitting on the couch with my mind wandering back to Annabelle. A slide-show played through my mind. It was a montage of each of the times I had seen her raise her arms near me. I thought of her pit hairs and I let my hand creep down to my cock as I thought of her upraised arms. I was beginning to fantasise when the phone rang - sounding like an alarm. It was Annabelle. "Hi, how you doing?" She was completely calm and chatted like the morning never happened. "We're going to the playgroup thing at the park tomorrow afternoon," she said. "We can all go together ... or if you want a break for the afternoon, we can take Max for you." Jenny and I had arranged to meet there and for her to take Max home with her for the week. I told this to Annabelle and she said she'd be at my house at 1 o'clock. "Listen, I've got some things I want to do tomorrow afternoon, so you don't mind if Richard takes both boys, do you?" Annabelle asked down the phone. "I mean, there'll be lots of people there to help and Jenny too, so if it's all right with you ...?" "Sure," I said. "Sounds good. As long as Richard doesn't mind." "Actually, he suggested it," Annabelle said. Part 3 It was right on 1 o'clock when Richard beeped the horn. Max toddled out and I carried his car seat and a couple of bags. We exchanged greetings. Richard gave me a big smile and I loaded in the gear and fitted the car seat. The car's air-conditioning made the car a little oasis from the midday warmth and humidity. "All his gear - his hat, suncream, water bottle - is in this red bag," I said to Richard. Annabelle stayed in the passenger seat until Max was buckled in and then she opened the door and stepped out. She went around the car to Richard, who wound down the window. He whispered something in her ear and they kissed, slow and passionate, for about five seconds. "Have fun," Richard said to Annabelle. He turned to me and waved through the windscreen, before rolling the car smoothly down the street. He gave a final toot of the horn before turning out of my street and he was gone. Annabelle and I stood on the footpath. She was wearing a flowing cotton top and light cotton pants and was holding a few hessian grocery bags. "So ... what are you doing this afternoon," I asked, a little awkwardly. "I'm cooking dinner tonight, so I was going to pick up some things from the grocer up on Edward Street. They have good stuff there. I was going to walk from here, grab a few ingredients and go home and start the dinner prep," she replied. "... but it's pretty warm at the moment. I wouldn't mind a cold drink." I nodded and smiled and invited her in. We were in the kitchen. I had my head in the fridge and she was standing in the doorway between the kitchen and living room, leaning against the door frame. "I've got cold water, cold oj, cold beer, cold white wine," I said, my voice slightly muffled by the fridge. "Definitely orange juice," she replied. I shook the bottle vigorously and the pulp moved off the bottom of the bottle and swirled through the middle. "Looks good," Annabelle said, as I poured two glasses. "Nice and fresh." "I got it from the Edward Street grocer," I said smiling. "They have good stuff." We both laughed and gently clinked our glasses together. We were silent as we drank and Annabelle finished her glass quickly. "It's still warm, isn't it?" she said as she handed me her empty glass. She began to casually unbutton her cotton shirt. I watched as she revealed her cleavage and then let the shirt fall open as she undid each sleeve button. Without looking up she slid it off and tossed it on the back of a chair, revealing the white tank top she was wearing underneath. "That's better," she said. I offered her another drink but she said she only wanted the tiniest sip, so she reached out and took my glass. She looked at me as she drank and as she handed back the glass she spoke. "Do you notice how sometimes when you drink orange juice, it makes your saliva go quite sticky? Maybe that's why I like it so much ... Maybe that's just me," she said giggling. I was looking at her with a dumb grin on my face. I finished the drink and put the glass on the bench. "I'm sorry we didn't get to finish our conversation yesterday," Annabelle said. "I just want you to know that anything that happens is ok. It's ok with me and it's ok with Richard." "I know you're attracted to me and I'm attracted to you too, to be honest. I think we could have a lot of fun together." I was stunned. I nodded. "So ... are you and Richard ... swingers?" I asked slowly. "No! Definitely not!" she replied sharply. "We have an unusual kind of relationship. I guess you'd call it an open relationship but we both know if the other person is interested in someone else. And nothing can happen without the other person's permission, if you know what I mean. And it doesn't happen very often either." "You see, both Richard and I have some tastes that some people might find unusual. I'm not like most women, as you've noticed." She smiled. "Now some guys like that - really, really like that! And so do some women. But a lot of people don't like it at all." She shifted slightly and stopped leaning. She raised her right hand, resting it up on the top of the doorframe. I stared blatantly at her armpit. It was the closest I had been to her while having open permission to look at her beautiful underarms. The dark hairs looked soft and I could see just the slightest sheen on perspiration on her skin. "You see ..." she continued. "It is hard to find someone with good taste, my taste ... and if I'm attracted to them as well ... then I don't want to let that opportunity slip away." She reached out her other hand and firmly gripped my forearm. I tore my gaze away from her underarm and looked her in the eye. "If everyone wants the same thing to happen ...," she whispered, "then sometimes it is best just to let it be ... let it happen." I moved to her and put one hand up behind the shoulder of her raised arm. My other hand went to her breast and I moved my face to her exposed pit. "Yes ... yes," she whispered. I passionately tongue kissed the soft flesh of her underarm, taking in the dark hairs and letting my tongue swirl across her skin. The nipple that was under the thumb of my other hand went hard and I pushed my thumb against it. I continued to French kiss her pit, working my way from the middle, up to the top of her hairs and back down to the fabric of her tank top. My heart was pounding but I tried to keep my self control. When I first began my head was cocked to one side, so my nose was close to the side of her breast. I moved my mouth back up to the top of her pit and when I reached those top hairs, I changed the position of my mouth so my face was now on the other side as I worked my way down. "Oh, that is so good," she croaked. "Kiss me, kiss me." I continued to use my mouth on her pit, while kneading her big breast with my other hand, taking my time to savour the warm fleshy flavour of her underarm. After a few more minutes she said breathlessly, "Kiss me on the mouth." Before our lips came together, there was a moment when we both looked into each other's eye. We could both feel the tension between us. We kissed and that passion was transferred through our mouths. She lowered her arm and both my hands were now on her breasts. She changed position slightly and put her hand on her hip offering me the curve of her other armpit. I curled my tongue and followed the line of hair, letting my mouth suck on the curve of her inside shoulder. I went from one side to the other, slowly, several times, until Annabelle moved her hand off her hip and placed it behind her head. "Lick me," she said, and I flattened out my tongue and licked her pit in long, wide strokes, from the bottom to the top. I let my hands go down to Annabelle's belly and I found the bottom of her tank top. I began to lift it up, revealing her white bra underneath. Annabelle lifted both her arms and after I'd removed her top she put her hands on the top of the door frame and I nussled into her cleavage. I licked the deep groove between her breasts and let my thumbs go to her pits, stroking upwards, feeling the wetness of her hairs. She was moaning softly, with her head tilted back, when she let one of her arms drop again, trapping my thumb in her pit. Her hand felt for my crotch and she started to squeeze the lump that was trying to push its way out of my pants. Annabelle lifted my t-shirt and her hand went across my belly before she slipped her fingers under the top of my pants. Her fingers explored my pubic hair before finding the thick base of my cock. She let out a little "hmmm" and went to work freeing my dick from the constriction of my underwear. I had moved my mouth from her breasts back to her other armpit which was still exposed. I was sucking on it as she unfurled my dick, pulled it upright and exposed the head of my cock above my pants. Then she stood back and dropped to her knees. She quickly pulled down my pants and my underwear, so both were around my ankles. My dick stood proudly to attention and I could feel the small glob of pre-cum in the eye of my manhood. "Nice and hard and nice and horny," she said, holding the base of my dick with one hand. With the other she used her thumb to take off the clear, salty teardrop and she wiped it on the pubic hair at the base of my cock. She slid the head of my cock into her mouth and sucked gently, rolling her tongue over my eye, again and again. Then she licked down my shaft to where she left the pre-cum and she sucked my hairs, letting her lounge scoop down, licking my balls. Friends with Benefits Pt. 01 "Mmm, tasty," she whispered. She let her fingers fan out above the base of my manhood, rubbing my balls with her thumbs, while her mouth took my cock, from the head to half-way, in a rhythmical motion. I put my hands on her shoulders and moved my palms to the back of her shoulders so my fingers could curl round and touch her pit hair. We stayed like this, with her fingers dancing on my shaft, in my pubes and on my balls until I said, "Stand up Annabelle, I want to have more of you." Reluctantly she let my cock out of her mouth but before she stood she helped me out of my pants and underwear, and I kicked off my shoes. She took off her sandals, so I was left naked, except for a t-shirt, while she was wearing her bra and flowing cotton pants. We stood facing each other and embraced and kissed passionately again. "I want to go into the living room," I said. "Let me show you the way, she said, giggling. She grabbed my dick and held it on her palm like it was a baton and she was in a running relay. In the living room I stopped her near the couch. I was standing behind her and I began to kiss the back of her neck and her shoulders. I let my hands go to her front and felt her big breasts through her bra. I was squeezing them as I let my mouth find the gap at the back of her armpit. She kept her arm down so I had to push my tongue through that gap to reach her soft hairs. She moaned as I licked the slit of her armpit from behind, feeling the hairs on either side. "I want you," she whispered, and I unbuckled her bra, freeing her large breasts. She turned around and smiled as I looked at her big naturals. They hung down under their own weight and I noticed how large her areola and her nipples were. "You are so beautiful," I said. "Lay back on the couch." She lay on her back with her hands clasped behind her head. I crouched beside her, at perfect height to lick her upper body. I started with the pit closest to me, working my way from the top of her hairs down through to the bottom and continuing to the curve of her breast. I worked my mouth over to her large, hard nipple, while my other hand kneaded her other breast. My mouth continued its journey to her other breast and then her far pit. My hard-on was pressing into the side of the couch and my balls were aching. My mouth was back in the pit closest to me and Annabelle moved her other hand down onto her breast. We were kneading the same breast together, her nipple now caught between her thumb and mine. "Leave that pit nice and wet when you're finished with it," Annabelle whispered. "Nice and wet." I let a large amount of saliva slide down my tongue onto her hairs and Annabelle slowly lowered her arm, closing her pit over my wetness. She turned to me and said, "Now show me your cock." I stood and my erection jutted out over her body. She smiled and moved her arm to expose her pit, displaying her wet sticky underarm hairs. Without waiting for an invitation I used the side of the couch to steady myself as I lowered my cock down to her pit. "You've always dreamed of doing that, haven't you?" she whispered. I nodded and looked down at my hard-on. My shaft was across her armpit, with her dark hairs on either side. "I love that feeling," she said. "I love having a hard cock in my armpit." She closed her arm, trapping my dick in the moistness and warmth of her hairy pit and I closed my eyes as the feeling of ecstasy came over me. I thrust my cock, letting it slide back and forth in the warmth of her underarm. I could only do it for a minute because I was so horny and I didn't want to shoot my load yet. I wanted to hang on and explore more of Annabelle's hairy body. She twisted her head slightly and let her tongue make a few slow circles around the head of my cock while it was gently trapped under her arm. I groaned loudly. "Want to cum in my mouth?" she said, eyes looking up at me. "Yes, I replied, "oh Jesus, God yes! But not yet. I want to have more of you first." She smiled and lifted her arm, releasing my dick and I turned away from her and grabbed my cock, just below the head, squeezing hard, to stop my ejaculation. It worked. I turned back and dropped to my knees beside the couch again. "Such a gentleman," she said smiling, and I let my right hand move across her breasts again before letting it slide down over her smooth belly. We were kissing as my hand slid under her cotton pants and over her underwear. My hand followed the natural curve of her mound and I felt the wetness on her panties, where her pussy slit was. I slipped my hand under the top of her panties and felt her bush for the first time. It was thick and wide, and I could not cover it all with my palm. My fingers explored her pubic hair - it was thick but soft to touch. My middle finger curled down through her bush til it found the hood of her clit. Annabelle let out a little moan and I began to make small gentle circles around her clit, without exposing it from under its hood. She used both hands and pushed her breasts together, holding her nipples between her fingers and squeezing them gently. I licked down her belly until I got to her navel and began to tongue it, imaging it was her pussy. She was groaning, pulling on her nipples, making the soft skin of her breasts stretch upwards. "I'm not going to hold back like you did. Keep using your hand like that and I'll cum," she said, closing her eyes. I pushed my other two fingers into the outer walls of her pussy, feeling the dense cover of hair. I moved my mouth down to the top of her panties and licked the line of hair at the top of her triangle. I wanted to lick her clit but didn't want to interrupt the rhythm of my finger, so I contented myself by sucking on the bush just under my palm. I let my middle finger touch her open pussy lips and used the wetness to slide my fingertip under her hood and had direct contact with her clit. I started by rubbing gently, in large circles, keeping my fingertip on her button while she continued to play with her own breasts. I used by spare hand and ran my fingers through her bush right down to her tender skin. Annabelle groaned and I felt her hand on the back of my t-shirt. She ran her palm up my neck and grabbed my hair. "Bring your mouth back up here," she ordered, and we kissed hungrily. I kept rubbing her gently, just getting a little faster each time and Annabelle moved a little more onto her side. She was rocking her hips back and forth and squeezing her thighs together. I let my spare hand slide up into her armpit, where my dick had been earlier. She closed her arm tightly over my fingers and lifted her other elbow. "I'm so close," she said. "Don't stop!" I put my mouth over her other pit, tasting its sweet saltiness and increased the speed of my finger. Annabelle was moaning and rocking her hips and I kept sucking on her armpit hair as she moved towards her climax. "Oh yes, oh yes," she panted. "Keep licking me." She was panting as she reached the peak of her orgasm. Her back was arching and she was moaning loudly as she came. I could see the muscles of her body contracting as the orgasm moved through her. She lowered her elbow and moved her hand down to remove my fingers from her panties. She closed her eyes and took two fingers into her mouth, sucking them like she sucked my cock earlier. "You are incredible," I said, and she slipped my fingers from her mouth. "And you haven't even seen me naked yet," she said dreamily. "I think we better change that soon," she said as she closed her eyes. She rested her head back, her eyes still closed. She was still breathing heavily. I gently stroked my fingers across the top of her shoulders and her breasts. My cock was still hard and I gazed at her beautiful body, which had a slight sheen of sweat from the sex we'd just had. After a while she sat up and stripped off my shirt. She licked some of the sweat from my neck and then she stood up and moved away from the couch. Her big tits giggled and she looked at me as she pulled down her flowing cotton pants. She stood before me in only her underwear. She had a line of dark hair on the outside of her panties, running down the front of both thighs. "You made me so wet," she said. "Have a look." She put her foot up on the side of the sofa and I could see the wet patch in the middle of her white panties. Her panty spill hairs also ran down her inside thighs. I leaned forward and gave her several slow long licks along the hairs on both sides of her underwear. She put her foot back down and turned around and I admired her round ass as she took a few steps away. She slipped her panties slowly down so I could see the curve of her ass crack. She was looking at me over her shoulder, smiling. She slid them further down, to her knees and I stared at the dark line between her white cheeks. She let them drop to the floor and kicked them off, then she turned to show me her bush. My cock was hard and I gave her a groan of appreciation. Her bush was wide, starting out near her thighs, getting darker and thicker in to the middle. She put her hands behind her head and asked me if I liked what I saw. What a view! Her dark armpits, big breasts and wide triangle of bush. "You're gorgeous," I said. She moved closer and put her foot up on the couch again, showing me her pussy for the first time. There were strips of dark hair on either side of her pink slit and there was a cluster of dark hair around her asshole. I leaned forward and licked her out, tasting her sex juices on my tongue. Her head tilted back and she groaned. I licked her deeply, pushing my tongue in as far as it could go, curling it before licking upwards. I sucked on the dark hairs of her outer pussy as I made my way up to her engorged clit. I sucked gently on her clit, tonguing her wet slit at the same time. I could taste and smell her pussy on my mouth and chin. She groaned again. And I kept licking. "God I need to fuck you," she said as she pushed me back on the couch. She straddled me and using her hand she guided the head of my cock to her moist opening and then slid onto my shaft. I watched as my cock started to disappear inside her. She eased herself onto me until I was all the way in and our pubic hair joined where the base of my cock met the outer mound of her pussy. She fucked me slowly, groaning, her eyes closed. I savoured her breasts and nipples with my mouth and enjoyed the scent of her pits, which smelled of an erotic mixture of her sweat and my saliva. After a time she slowly slid herself off me and whispered, "Come and fuck me nice and hard." She lay on her back on the floor and lifted her knees, her hands on the back of her thighs. I dropped down onto my knees and moved towards her, my cock hard and my eyes wide at the sight of her body. I slid deep inside her and began to thrust, my balls slapping against her ass. "Oh, yeah, that's it baby. Hard and fast. Fuck me hard and fast." "I won't last long," I said, panting. "I don't care. I already promised to let you cum in my mouth, remember." And with that she let her hands slide up to her tits and she squeezed them hard as I began to fuck her as deep as I could. She was groaning now and stretched her hands above her head. Her tits started to move in circles and I could hear the sound of my dick in her pussy. We were both moaning in pleasure and I ran my eyes down from her armpits, over her breasts and down to where my rod was sliding in and out of her bushy slit. I could feel the cum rising in my balls and pulled out in time to shoot my first part of my load onto her belly. I moved up her body and some cum went onto her tits before she leaned forward and took my dick into her mouth, sucking the last of my cum and swallowing it , while I groaned in ecstasy. She continued to gently suck my cock and I could hear her breathing through her nose and moaning softly. She released me from the pleasure of her mouth and I sank onto my back, eyes closed, heart pounding. She left me for about ten seconds before she gently rolled on top of me, her big breasts on my chest and her mouth on my neck, kissing it softly. I could feel my cum on her belly and breasts against my skin and enjoyed the sensation of our warm bodies joined together. After a little while she whispered, "Lets go and lay on your bed" and we made our way to the bedroom. We were both naked, laying on my bed on our backs. Annabelle shifted position and raised her arm. I nuzzled into the warmth of her pit. "So how did all this start?" I asked softly. Annabelle turned slightly to face me and smiled. "Oh, I've never shaved," she said. "You've met my parents. I grew up around artists and musicians so when I was younger none of the women I knew shaved their armpits." Annabelle had misunderstood what I meant but I stayed silent, listening to her talk. "I'd never really thought about it," she continued. "Not until recently when people tried to make me feel self-conscious or made comments. But I still don't care. " "And I've always found it sensual. I don't know why ... but it turns me on. I mean, I like oral, I have sensitive breasts and love to have them licked and sucked, I like to be kissed on the neck ... and I like armpit play. I think it is good foreplay, good during sex, good after sex." She let out a little giggle. "Some people like toes or feet or anal." She screwed up her nose. "No thanks. But I'm happy if you want to lick my pits and pussy all night." I propped myself up on my elbow. I leaned across and kissed her lips and slowly moved my mouth down to her neck. I travelled down slowly to her nipple and after sucking it moved across to her pit for several slow, long licks. She put her finger against my chest and pushed me back. "Cheeky!" she said with a smile. I was laying on my back again and now she was propped up on an elbow, slightly leaning over me, one of her breasts was resting on my chest. Her hand moved down my belly and she squeezed my cock, which was back a 3/4 mast. "When did you and Richard, um, when did you start to ... see other people," I asked. "Oh we've been together for a long time. We hadn't been together for very long and we knew that we'd always be together. And ever since we were young we both loved sex and we came to some realisations and made some decisions early on. The short story is that we've always been honest with each other and we've always been sensible not to hurt each other and are safe and careful. We travelled independently when we were younger. I've always been attracted to women and have explored that side of my personality with Richard's approval." She paused and smiled "And with his involvement too". She continued to talk softly and fondly of their explorations together, of third parties brought into the bedroom and at times, a couple as well. "What does that mean for us? For me?" I asked. "Well we'll keep enjoying each other's company but there will come a time when I will enjoy the company of you and my husband at the same time." I was silent as I took this in. she leaned over and kissed me on the mouth and then said softly "Don't think about that now, there are more important things to be done." And her hand reached and found my manhood I relaxed and enjoyed her attention. We spent the afternoon pleasuring each other and I got to fulfill some hairy girl fantasies I'd previously only dreamed about. As afternoon turned into early evening Annabelle rolled over and said "I had better text my husband and tell him to pick up some vegetarian pizzas for dinner because I seem to have run out of time to cook". She padded softly out to the kitchen and soon returned and stood in the doorway to the bedroom, naked. She stood in the doorway and smiled at me, then tossed the phone onto the bed. "Last look," she said softly and then proceeded to raise her arms and hook her hands on the top of the doorframe and she spread her feet apart so there was a gap between her thighs. "Oh," I said, "that is a view to die for." She stayed in that position and I went to her and slowly licked and tongue kissed her pit. "It tastes so good," I said. It was a mixture of sex and sweat and her earthy taste. I worked my mouth all over her breasts and nipples and moved to her other pit before dropping to my knees. I spent some time savouring her glorious triangle and wet slit before she reached down and stroked my cheek. "I have to go," she whispered. And I stood up and we kissed. I followed her to the living room and watched her get dressed. I realised how fortunate I was to be in this situation and I looked forward to whatever happened between us next. The only guy luckier than me is Richard, I thought with a chuckle, and the only person luckier than him may be Annabelle, who gave me another smile and a wink as she collected her hessian shopping bags and headed towards the front door. Friends with Benefits Pt. 02 It was late afternoon and Annabelle and I were laying side-by-side on my bed looking up at the ceiling, with half-closed eyes. We were both still breathing heavily and we were both covered in sheen of sweat. It was the fourth time we'd been together since the first time Annabelle surprised me on another warm Sunday afternoon not so long ago. Our shoulders and thighs and calves were touching and I could feel Annabelle's body warmth. "That was amazing," I said softly. My cum was currently seeping out of her hairy pussy and starting to run down her inside thighs. "Mmm, I agree," Annabelle replied. She shifted her body slightly, bent her elbow and put her hand up under the back of her head. This put my face in direct line with her pit and I turned into her slightly and let the side of my face rest against the warm damp hairs of her underarm. I inhaled deeply and enjoyed the rich sensual scent of her pit. I nuzzled in and licked the sweat off her pit hairs. The taste and smell was a mixture of Annabelle's own scent and the smell and taste of sex. I paused. "Tell me about the woman you were talking about, the one you met at the gym," I said softly. Since we had been together Annabelle had slowly revealed little snippets of her sexual past and of how she and Richard had come to this place in their marriage. Annabelle gave a little soft moan. "Ahh, oh kay," she said slowly. She smiled. "Well it started at the old Fernleigh Fitness gym, back when it was just starting to change..." Fernleigh Fitness was an old YMCA that had an Olympic size pool and a bunch of studio spaces for things like yoga and meditation that was all housed in a fantastic old brick and timber building. The clientele used to be students, hippie yoga girls and the boho crowd but as the area was gentrified, one of the big gym franchises came in and bought it. The new owners made it clear they were preparing to make major changes to just about everything about the place, from the way it looked to the way it was run. The atmosphere used to be very low key, friendly, easy going and non-judgemental. Annabelle assumed things would change but she was surprised by how dramatic the changes were. The front entrance now featured big posters of over-muscled beefcakes (of both genders) and the arty semi-nude black and white photos had disappeared. Fridges of energy drinks and shelves of protein supplements appeared. The new owners were honouring the old memberships for a short time and Annabelle had a month to enjoy the pool and yoga at a place she really loved. However, Annabelle knew she'd need to find a new gym - firstly because she couldn't afford the new fees, secondly she didn't like the new direction her old Fernleigh Fitness was heading but most importantly because she couldn't stand the new members. The new batch of peroxided, fake tanned, waxed and plucked gym members read fashion magazines in the change rooms and many made it perfectly clear to Annabelle they didn't approve of someone who was so comfortable in her own body and with her own body hair. Naturally no-one said anything directly to her face but many made a point of staring at her, sometimes with scowls on their faces or "whispered" loud enough for her to hear, saying things like "Why wouldn't you just shave it already" or "It takes two minutes and a razor to do my pits, I mean seriously" or "My boyfriend would never let me get away with that". But if Annabelle ever met their eye they would look away quickly. Annabelle, in her typical style, hadn't changed her behaviour for the new gym members. She was used to chatting to other women in the change rooms in various stages of undress. She felt comfortable being naked and didn't think women should change into their swimmers with a towel wrapped around them while they were in a female-only space. One of the first items on the list of plans of the new owners was "fixing" the female change rooms. The old ones had an open plan shower, which consisted of a long row of taps and nozzles coming out of the tiled walls. Naturally this meant zero privacy, something that was previously never an issue at Fernleigh. Annabelle continued to do what she always did - walking around naked, displaying all her hairy glory for anyone to see and washing herself the way she did at home, which meant turning the dark hairs of her pits and pussy into a mass of white soapy suds. One day Annabelle could feel someone's eyes on her as she stood there, half-dressed after a shower, wearing small panties and her bra tangled in her hands. She was used to it now, with new members in the change rooms each day, but she still found it irritating. Annabelle's hands were still fumbling with her bra when she looked up, eyes narrowed, to meet the other woman's gaze. To Annabelle's surprise the other woman didn't look away. Instead she smiled. And then she slowly lifted her arms above her head, interlocked her fingers and stretched. She held the pose, offering Annabelle a view of the healthy clump of dark hair in her own pits. The woman was wearing a tank top and shorts and said to Annabelle, "I'm going to the yoga class this morning. Are you interested in coming too?" "Thanks," said Annabelle "but I've got other things on this morning." "Oh, it was a good class last week," the woman replied, "but hopefully I'll run into you here again?" Annabelle continued to dress and clasped her bra up behind her. "Well, my membership is almost finished so I won't be coming here for much longer." "That's a shame," the woman replied. "I'm new to this area and need to meet some new people, make some new friends." The woman smiled again. "Well, I'm going to get the most out of my final month of membership so I guess I will see you round," Annabelle replied. Over the coming weeks Annabelle noticed the woman had an uncanny knack of being at the gym at the same time as her. She clearly enjoyed watching Annabelle and Annabelle was initially happy to play along. The woman looked like a young Janeane Garofalo, when she still had those beautiful big tits, but this woman was taller and had no tattoos. There were usually other people in the change room so the woman made small talk but it was clear she was enjoying looking at any part of Annabelle that was exposed. However, Annabelle was starting to tire of the game and was a little frustrated she'd never seen "Janeane" wearing less than a bra and shorts. She wondered if the woman was simply a voyeur who was getting off by watching her getting in and out of her clothes. It was Tuesday morning, a day that was typically quite. Tuesday mornings featured mostly classes for oldies but the renovations had driven some of the regulars away too. It was the last week of the old-style shower and the new female showers had been completed and tested but Annabelle hadn't used them yet. Annabelle was looking forward to having a lane to herself for her swim and was already wearing her one-piece swimmers under her clothes. She found herself alone in the change room. Annabelle took off her shirt and track pants and had her goggles and cap in hand when "Janeane" seemed to appear out of nowhere, wearing nothing but a towel. "Have you seen the new showers?" she asked. Annabelle stared at her, a little wide eyed and began to silently shake her head. Without waiting for anything further, the woman walked forward and took Annabelle's hand, causing her to drop her goggles and cap onto the change room floor. "Come on, I'll show you," she said as she led Annabelle along the corridor of sparkling new, individual shower cubicles to the very last one in the row. Even Annabelle had to admit the new bathrooms were beautiful - wide tiles on the floor, a high roof, faux wooden doors on each cubicle that started at the floor and stretched at least 8 foot into the air. It was the opposite of the old shower layout - the new shower area was built for complete privacy. They entered the shower cubicle, which was much larger than Annabelle expected and Janeane stepped inside. Annabelle closed and clipped the door and instinctively stood with her back pressed against its cool surface, watching and waiting. Janeane stood looking at Annabelle with a serious look on her face. Annabelle waited and suddenly Janeane moved to her and said "I'm sorry if this seems sudden. I've never done this type of thing before. But I have been thinking about you every single day since the first time I saw you." She moved further forward and Annabelle stood up tall against the door but let herself be embraced. She felt Janeane's big chest against hers and she let the kiss come naturally. Janeane's mouth was warm and her kiss was deep and passionate and long. Annabelle sensed the other woman was releasing an enormous amount of built up sexual tension, as if she was finally acting on desires she had only been thinking about for a long time. Janeane paused, looked into Annabelle's eyes and began kissing her again. Janeane then moved her mouth to Annabelle's neck and moved her hands to her breasts, rubbing her nails across the smooth fabric of the swimsuit, causing Annabelle's nipples to go hard. Janeane would clump all her fingers together on top of Annabelle's nipple and then slowly open her hand so the back of her nails moved outwards from Annabelle's nipple, across her breast. She did it slowly and fairly softly and it sent tingles across Annabelle's chest. She continued kissing Annabelle's neck and shoulder and used her fingers to move the straps over Annabelle's shoulders and slide them down her arms, so the swimsuit slid down and her big breasts were exposed, hard nipples pointing out. Janeane moved her mouth to Annabelle's chest and moved her hand down to between Annabelle's thighs, rubbing the outside of her swimsuit in the same way as she'd rubbed her breasts earlier. She ran her nails across the front of Annabelle's mound, on the outside of the smooth swimmers, while she sucked lustily on her nipples, the soft flesh of Annabelle's breasts and did long licks between her soft tits. Annabelle was moaning softly and pulled at the towel around Janeane until it dropped to the floor. Annabelle reached down and cupped Janeane's big breasts. "Oh, they are beautiful," she said, and she lifted them so Janeane's nipples were rubbing against her own. Janeane continued to work her hand across Annabelle's mound. Then she used both hands to start to pull the swimmers down over Annabelle's hips. Annabelle's bush was now exposed and Janeane ran her fingers through the dark hairs. Annabelle spread her legs a little wider and Janeane rubbed her clit gently before bending her index and middle fingers up into Annabelle's wet willing slit. Annabelle used her hands to push her swimmers down further, swayed her hips sideways a few times and the swimmers slid down her legs to the floor. Now she rocked a little more, squeezing her pussy muscles around Janeane's fingers. Janeane was alternating between kissing Annabelle's mouth and licking her breasts and Annabelle was deeply aroused. She tilted her head back, enjoying the position, enjoying Janeane's attention, slightly surprised how much she was enjoying being fingered by this stranger in a public shower. Then unexpectedly Janeane slowly slid her fingers out of Annabelle and held her hand in front of Annabelle's mouth, her wet fingers pointing upwards, just in front of Annabelle's lips. "I bet your husband has a lovely cock," Janeane said. And then she began to lick the top of her fingers and then sucked on them like she was sucking a dick. "I'd like to suck your husband after he's been inside you," she whispered. Annabelle let out a guttural sound. "Would you like that?" Janeane whispered. Annabelle moaned and nodded and Janeane moved her fingers to Annabelle's mouth and Annabelle began to suck them softly, imitating the technique she used when she went down on her husband. Janeane slid her other hand down and slipped her other index and middle fingers into Annabelle, who let out another groan. If she had been at home Annabelle would have been making a lot more noise but she was conscious she was in a public changing room. "And would you like my husband inside you?" Janeane whispered in Annabelle's ear, as she pushed her fingers deeper inside her. "My husband in your pussy while you suck your husband's dick?" Annabelle was rocking her hips back and forth and was close to climaxing. She moved Janeane's hand away from her mouth, onto her breast and squeezed. Janeane pulled Annabelle's hard nipple away from her soft white breast and kissed her neck again. "Don't ... stop," Annabelle panted. Janeane had her thumb against Annabelle's clit and her two fingers inside Annabelle's slit. Annabelle was rocking back and forth and moving herself up and down, all the while tightening her wet pussy around Janeane's fingers. She was close to cumming and wanted to cry out loudly in pleasure. Instead she moved her mouth down to Janeane's shoulder and moved across to her neck, sucking her skin while she moaned. It wasn't until later that both women realised Annabelle had left some considerable hickeys on Janeane's upper body. Annabelle tilted her head back, dug her nails into Janeane's shoulders, clenched her ass and pussy as she bent her knees slightly and quietly came. Her body quivered and she gasped repeatedly, eyes closed. Once her orgasm subsided Janeane slid her fingers from Annabelle's pussy and embraced her. Annabelle was kissing Janeane's neck and whispered, "I need to lay down ..." Janeane put her towel down diagonally across the cubicle floor and Annabelle lay on her back with her knees bent, just able to fit into the space. Janeane straddled her torso and they kissed hungrily. Annabelle was still breathing heavily and she whispered to Janeane, "Turn around, I want to lick you." Janeane didn't hesitate and they were soon in the 69 position, with Annabelle looking at Janeane's pink wet slit, outlined by a thick strip of dark hair on each side and a thick mass of bush over her mound and around her clit. Annabelle licked long and deep, while Janeane bent her head forward and enjoyed the taste of a woman for the first time. She savoured Annabelle's sweet, salty flavour as she licked her from her clit down to her ass. Annabelle was working her mouth along each side of Janeane, sucking her pussy and then curling her tongue deep into her slit and then moving her mouth to her clit to suck it and lick under its soft hood. She was taking her time, going slowly, moving around Janeane's whole pubic area with her mouth. The arousal crept up slowly on Janeane and she stopped licking Annabelle, bent her back and pushed herself further against Annabelle's face as Annabelle began to now focus more on her clit. She was sucking Janeane's mound, moving her mouth in wide circles and then moving her tongue to Janeane's clit to continue with the slow circles, her tongue under the hood. Janeane started to move her hips in rhythm to maximise the effect of Annabelle's mouth. "Oh, yes ... God," she groaned. She wanted to taste Annabelle again but didn't want to lose this position because she could feel her climax rising. So instead she gazed at Annabelle's black bush and wet pink slit and allowed herself to let the orgasm build to peak. "Don't stop," she whispered. "I'm so close, please don't stop." Annabelle continued to weave her magic with her mouth, moving faster and faster, pushing her tongue and mouth harder against Janeane, until Janeane's body began to quiver from her orgasm and she groaned in pleasure. To try and reduce the amount of noise she was making Janeane buried her face into Annabelle's warm bush and was inhaling the sweet scent of Annabelle's pussy as she came. After her orgasm subsided she lifted her head, panting a little as Annabelle gave her pussy and ass some final loving licks. They stayed in the 69 position for a little while until Janeane unstraddled herself and got on her knees beside Annabelle. She bent over and kissed her passionately. "That was incredible," she whispered. Annabelle got to her knees as well as the two women embraced, big breasts pressed against each other while they kissed each other's mouths and necks. They eventually untangled themselves, left the cubicle separately, got dressed and met in the foyer where they exchanged details and Janeane followed Annabelle home for a late morning and early afternoon of pleasure. It turns out the other woman's name was actually Sara and over time she did get to fulfil her desire to suck her husband's cock just after he'd slipped it out of Annabelle's wet pussy. And she got to see her husband deep inside Annabelle hairy pussy while Annabelle sucked her own husband's dick. And Sara also had the experience of pleasuring two men at the same time, while also having Annabelle close by for extra attention. Annabelle rolled a little more onto her side and smiled at me. "Oh, you certainly enjoyed that story didn't you?" she said, reaching down and stroking my cock, which had become hard again and was pressing against her thigh. "Do you like the thought of me being with another woman?" she said smiling. I nodded. "And do you like the thought of me being with another man, while you pleasure me and I pleasure the both of you?" she asked, as she squeezed my dick. I nodded again. "That's good because the next time you and I are together, Richard will be there too and you are both going to ..." She buried her face into my chest and then mounted me, while still holding the base of my cock, pressing it hard. She slipped my rod inside her. She leaned right forward and was whispering. "There are things we'll do together ... oh, things that make me so horny when there are two men with me at the same time." "Do you know what I like?" she asked rhetorically. "I love to have my pits licked slowly while I give head. Oh, it makes me so wet." She tightened her wet pussy on my dick and pushed herself further down onto me. My face was between her big breasts, licking her warm skin. "And I loved to be tit-fucked, first by one dick and then by another," she groaned. I took her nipple in my mouth and sucked it. "And to be fucked just right, while I'm sucking a dick at the same time," she whispered. "And I love to have a hard dick in one armpit, and a hard dick in the other, at the same time ... in so many different positions," she said, a little dreamily. "I want it to happen," I said as I moved my mouth up to her pit. She clinched her pussy again and pushed down to grind her pubic bone against mine. "It will happen soon," she whispered. She was grinding on me, hard, as I licked her warm pit in long strokes. She moved to a slightly more upright position and groaned and then she took her breast, cupped it and then pushed her nipple into my mouth. I sucked hard as she rocked her pussy on my cock. She leaned back until her breast popped out of my mouth and she gave another groan, rocked and grinded some more and presented her hard nipple to me again. We repeated the process four more times, each time I was sucking her nipple harder and it made a plop sound as it slipped out of my mouth. She was grunting and I knew she was close to climaxing. Then she leaned forward again, pushed her knees into the bed, put her arms against the bed head and opened her hips wide. If someone had been behind her they would have had a great view of her ass and my cock in her hairy pussy. I began to pump as fast and hard as I could and she made more grunting sounds as she moved towards climax, her big tits hanging down in front of me as we both moved towards an intense orgasm. Friends... with Benefits? Pt. 02 This is part 2 of Paul and Meg's story. Although it can be read alone, the back story (and phone sex!) appear in part one. I'm new to writing, these stories are the first I've ever written so I welcome any feedback - although please be gentle! Thanks, Minnie x ***** Meg lay in her bed, breathless from the intense orgasm she had just experienced. She had just had mind blowing phone sex with her best friend's brother and her legs were still shaking from the force of her orgasm. "I'm coming over," Paul told her after they had cum together. Meg wondered whether it was a good idea but Paul had already hung up the phone before she could voice her concerns. "Oh god," she murmured, sliding out of her bed. She slid on her silk short dressing gown and glanced at her reflection in the mirror. Her face was flushed and her still damp hair was messy. She looked like a woman who had been fucked senseless. And that's exactly how she felt. She remembered the sound of his deep voice as he told her what he wanted to do to her. Listening to him stroking his cock for her. The crack in his voice as he told her he was going cum. He had sounded so fucking sexy. She could feel the moisture pooling between legs and her clit started to throb. She couldn't deny it. She wanted him. She quickly ran a brush through her hair, conscious it wouldn't take him long to drive down the few streets separating her apartment from his sister's house where he was staying. She paced up and down, both anxious and excited. What would happen between them? What if he changed his mind? What if it didn't live up to the phone call? The buzzer to her apartment startled her thoughts. He was here. She quickly buzzed him up and tightened the tie around her dressing gown. There was a knock on the door and taking a deep breath she answered it. "Hi Meggie," Paul's deep voice rumbled through her body as he leaned casually against the doorway. "Hi," she murmured, her eyes drinking him in. He had thrown on a casual t-shirt and jeans and his dark eyes were smiling at her. His short dark hair was slightly tousled and she had a sudden urge to run her hands through it. "Can I come in?" he prompted, interrupting her thoughts. "Oh god, yes, of course, sorry," she rambled as she took a step back to let him. She closed the door and turned to face him. She wrung her hands nervously, not allowing herself to look at him. "Meggie, look at me," Paul urged as he stepped closer. He lifted her chin with a finger and brought her gaze to his. She saw the usual twinkle in his eyes but this time there was something else. Something darker. As she looked up at him she suddenly became aware of how tall he was. Of course she always knew that, but now she could feel his breath on her face, his height and broad muscled body made her feel small and feminine. Her pulse quickened as she felt his eyes studying her face. His eyes lowered and rested at the opening of her dressing gown, showing just a hint of cleavage. He reached out a finger and traced it over her exposed cleavage. He reached for her and suddenly his lips were on hers. Her mouth opened below his and she felt his tongue tangle with hers. She felt his hand slide round the back of her neck, holding her there as his mouth hungrily devoured hers. She pressed herself against him, loving the feel of her soft body against his much harder one and felt her nipples tighten in response. "Ah Meg..." He groaned as he pulled his lips away from hers and began to kiss and lick her neck. His hands found the tie holding her dressing gown together and he deftly undid it. He slid the silk material off her shoulders and allowed it to fall to the floor she was stood before him completely naked. "Fuck," he groaned as his hands cupped her breasts. He pushed them together and ran his thumbs over her sensitive breasts. "I've wanted to touch you like this for so long," he confessed as he squeezed and played with her breasts. Her head fell back in pleasure as he teased her. "Bedroom," he muttered and she grabbed his hand and pulled him towards her room. When inside, his eyes went to her unmade bed. "Is there where you were lying when we had our call?" he asked, his eyes dark with lust. "Yes," Meg confirmed as he pushed her gently to the bed. She was surprised when he didn't join her and instead stood at the end of the bed, his eyes all over her body. She should probably have felt self conscious but the desire in his eyes gave her confidence. "Meggie, I need you to touch yourself for me. Like you did on the phone. Play with your breasts for me, baby." Meg closed her eyes and ran her hands over her breasts. She pushed them together knowing they looked huge when she did that. She ran her fingers over her nipples and squeezed them lightly. She moaned quietly. She had always had sensitive breasts. She opened her eyes and looked at Paul who had taken off his shirt and was starting to unzip his jeans. God he was ripped. She wanted to run her hands and tongue all over him. Her eyes widened as he pushed down his jeans. He hadn't put on any underwear in his haste to come over, and so as he pushed her jeans down his muscly thighs his impressive cock was revealed. Meg licked her lips as he took it in his hand. He was huge! "Meggie I need you to touch your pussy for me. Show me what you did on the phone." She spread her legs and heard him groan as she let her fingers find her clit. She circled it, feeling her wetness. She brought her other hand to her breast and tugged on her nipple. "Jesus," Paul hissed through clenched teeth as he slowly stroked his cock. "You look fucking incredible." Not able to hold back any longer, Paul lowered himself on top of her, supporting his weight on his hands. He kissed her, hard and demanding, making her moan against his mouth. She could feel his cock hard against her and the ache between her legs intensified. He lowered himself so he could feast on her breasts. He swirled his tongue around her nipples before sucking one into his mouth. He tugged on it gently with his teeth while using his fingers to stimulate the other. He lifted his mouth and looked up at her. "Your body drives me crazy. I've wanted to suck and lick your tits for years." Meg was wriggled restlessly beneath him. Her pussy ached for his touch. "Paul, please," she whimpered. He knew what she needed and moved down her body so she could feel his breath on her pussy. She spread her legs wide for him as he settled between them. "Aw baby. So fucking beautiful. So smooth and wet." Meg could feel his breath against her as he spoke. Then at last she felt his tongue on her clit. She let out a long moan as he lapped at the tip of her clit, swirling his tongue around it. With a hand on each of her thighs he spread her wider as his tongue probed lower. He slid his tongue inside her and lapped up her juices. "Oh fuck, Paul. That feels so good," Meg moaned breathlessly. He moved his tongue back over her clit and began to lick and suck on it as his fingers found her soaking wet pussy. He groaned as he slid two fingers straight inside her. "So fucking tight," he murmured against her clit, the vibrations causing her whole body to shake. He continued to flick his fingers inside her as he sucked on her clit until Meg came apart against his mouth. "Paul..." she gasped as her body shook from the intensity of her orgasm. He kissed her inner thigh before dropping soft open mouthed kisses on her body as he worked his way back to her mouth. She tasted herself on his tongue as he kissed her and felt his hand slide between their bodies and back to her pussy. "So fucking beautiful," he groaned as he gently stroked her sensitive flesh. "Are you ready for me, Meggie?" "God yes!" With his hands on her hips he turned then suddenly so she was sat astride him. She ground her wet pussy against him. "Do your worst," Paul smouldered beneath her as he held her hips in his hands. She positioned herself above and felt the head of his thick cock against her pussy. She sank down slowly, taking him inch by delicious inch. She closed her eyes as she slowly rotated her hips as she got used to the feel of his huge length inside her. "Meggie..." Paul hissed between clenched teeth. He gripped her hips but let her control the pace. "You're so fucking tight." She luxuriated in the feeling of being so completely filled as she slowly lifted up and then slid back down, covering his cock in her wetness. She leant forward and rested her hands on his chest muscles as she clenched around him. Her movement became quicker as she rocked her hips back and forward, enjoying the friction against her aching clit. She moaned breathlessly as every movement hit the spot. She could feel the tension in Paul's body as she rode him, her hands still on his chest, her breasts squeezed together. He watched her ride his cock with darkened eyes and his jaw clenched, trying hard not to lose control. "Paul... I'm. Almost. There," Meg panted between each movement. She felt his grip on her hips tighten. "Go for it baby. Use my cock. Bring yourself on it. You feel fucking incredible." He thrust up at her as her movements became quicker and quicker until suddenly she threw her head back and shouted his name as his inner muscles gripped him tight. Feeling suddenly weak she collapsed again his chest with his cock still rock hard inside her. He wrapped his arms around her spent body and rolled them over so he was on top of her. She wrapped her legs high up his back, urging him on. "Oh fuck, Meggie!" She felt his control snap as he rocked his cock out of her and slammed it back in. It was his turn now. Her sensitive swollen pussy was greedy for him and gripped him tightly. She had cum three times for him tonight including their amazingly hot phone call and yet that ache, that uncontrollable throb would not go away. Meg had never felt like this before. She looked up and Paul's face and saw his usual grinning, teasing face was taught with tension, his eyes dark as he groaned her name over and over with every hard thrust. "Meggie...fuck baby," his voice cracked just as it had during their phone call right before they orgasmed together. She could do nothing but hold on to him as she felt the first spurt of hot cum inside her. She clenched around him and gripped him tightly as he unloaded inside her. She moaned his name as he collapsed on top of her, his cock still deep inside her. He rolled to the side to take his weight off her and kissed her gently. "Wow," he murmured, still catching his breath. "I don't think I've ever cum so much in my life," Meg admitted with a smile. "Well, I hope you're ready," he responded, his hand finding her breast. "For what?" She responded, instinctively arching her back to his touch. "Round three." End of part 2. Friends with Benefits Pt. 02 Our bodies were making the slap, slap, slap sound of hard fucking. "You're incredible," I groaned. I was pumping her as hard as I could and we were both groaning loudly. Her pussy was tight around my cock and we both spasmed as we came. I pushed my fingers into the soft flesh of her ass cheeks and pushed into her as deeply as I could. I shot the last, tiny amount of my load and Annabelle collapsed on top of me. We stayed in that position until my cock went soft and slipped out of her pussy. She rolled over and we both dozed off, completely in bliss. After a time Annabelle opened her eyes and whispered, "I have to go." She rolled off the bed and I admired her as she slowly padded around the room collecting her clothes and putting them on the end of the bed. "Can I admire you one more time before you go?" I called from my reclined position. Annabelle smiled and stood in the doorway, arms above her head. We locked eyes. "Can I have a final lick before you go?" I asked, not sure what her response would be. "One lick in each spot," she said. "Well, maybe two." She didn't move. I met her in the doorway, my face at the height of her pit. The smell was intoxicating. I licked her left pit, from bottom to top, in one slow movement, taking in the taste and scent. I did the same to the right and then licked one nipple, then the other. I dropped to my knees. "I'm pretty sensitive there right now," she said. I licked along an invisible panty line, from between her thighs to the top of her triangle, first on the left side then the right. Then I motioned for her to turn around. She spun gently on the balls of her feet and I was greeted by the dark crack of her ass, which I licked slowly, once, just between her cheeks up to her lower back. I couldn't help myself and gave her a second, slower, deeper lick between her soft cheeks. Then I stood up. We embraced. For a good minute we stayed in the warmth of each other's arms. "Thank you," she said. "I'll see you soon. And we'll see you soon." She smiled and slipped past me back to the bed and started to get dressed. Friends... with Benefits? Pt. 03 "And where do you think you're going?" Meg spun around as she fumbled with the buttons of her work uniform and saw Paul sat up in her bed smiling at her. She flushed as she remembered the night before. An innocent phone call between friends had led to hot phone sex, and then to him coming over and making her cum again and again. She had no idea how to handle the situation this morning so she was hoping she could sneak out to work and allow Paul to see himself out. No such luck. "I'm going to be late for work," she mumbled as she silently cursed the buttons on her uniform top. She'd feel a bit more together if she could at least cover her breasts! At least she had managed to put her skirt on to cover some of her modesty. Still struggling with the buttons she frantically looked around for her shoes. She wanted to seem cool and breezy this morning and it really wasn't going to plan. She cursed as she stubbed her toe on the edge of the bed and bent down to rub it. When she looked back up a shirtless Paul was stood in front of her. At some point he had managed to pull on his jeans but it did nothing to take away the impact his body had on her. She looked up at him, feeling slightly out of breath. She tried not to notice the muscles in his chest that she had run her hands all over the night before, but failed miserably. She was desperately trying to think of something sarcastic to say, to go back to their easy banter that had always been their way of communication but it seemed he had rendered her speechless. Meg..." He interrupted her thoughts. "Stop stressing. I'll drive you, my car is outside." He paused. "If I've not been clamped that is. I left it right outside, I was kinda in a hurry to get here." He winked at her as she couldn't stop the smile spreading across her face. Last night had been incredible. He had made her feel desirable, sexy and wanted and it was just what she needed after her dickhead ex. But what now? He took an extra step towards her and she wondered fleetingly whether he was going to kiss her. Instead, he brought his hands up and slowly fastened the buttons of her uniform that she had found so difficult. She watched his fingers as they brushed against her breasts, and wondered how helping her get dressed could feel so impossibly erotic. He didn't step back when he had finished with her buttons and she looked up at him. He was no longer smiling and she wondered if he was as turned on as she was. As if answering her silent question, he pulled her to him and kissed her. His kiss wasn't a gentle, goodbye kiss - it was hard and demanding as his tongue tangled with hers. She heard herself moan as he grabbed her ass and pulled him hard against her. She could feel how hard he was against her and found herself grinding against him. He backed her up against her bedroom door and let a leg slip between hers, intensifying her sudden ache there. He suddenly pulled away and Meg almost moaned in disappointment. "Jesus," he murmured, resting his forehead against hers, composing himself. "If we don't stop now, I'm going to throw you back on the bed and fuck you until your screaming for me. But you need to get to work." Meg momentarily wondered just how important her job really was to her when she heard Paul chuckle as if he had read her thoughts. "Minx," he said with a wink. She pouted at him and he dropped a kiss on her lips before sighing heavily. "C'mon milady, your chariot awaits," he said with an exaggerated bow. She quickly ran a brush through her hair and cleaned her teeth and head out of the door with Paul in tow. "Looks like it's your lucky day," she observed as they saw his car hadn't been clamped. "If I was really lucky we'd still be in your bed with my head between your legs." Meg gaped at him as he climbed into the car, still not used to him talking to her like that. It both shocked and thrilled her and it did nothing to ease the moisture pooling between her thighs. She fumbled with the door handle and climbed into the car beside him. She looked over at him and found him grinning at her, clearly delighted that he had embarrassed her. She ignored him and fastened her seatbelt calmly. She heard him laugh softly as he leant over. "You're so cute," he murmured before giving her a quick kiss on the lips. "Cute?!" She thought to herself, slightly annoyed. She didn't want to come across as cute. She wanted to be sexy, a temptress that he couldn't resist. Not cute! The car journey was quiet, both lost in their own thoughts until he came to a stop outside her workplace. "So, are you coming out for Jen's birthday tonight?" Paul asked as he turned to her. Jen was a mutual friend and Meg had already agreed that she would be there. "I might do," Meg replied casually. "Are you going?" Feigning indifference she undid her seatbelt. "I might do," he replied, smiling at her again. "I might see you there then," she tossed back as she climbed out the car. She quickly thanked him for the lift before shutting the door. She saw him grin that annoying grin before driving away. ---- Meg came home from work and rather than feeling weary with exhaustion as she had the night before, her body tingled with excitement. As much as she hated to admit it, she couldn't wait to see Paul again. She instinctively knew that he would be there tonight and she was determined to show him she wasn't "cute". She hadn't heard from him since that steamy kiss this morning and her body ached for him. His kiss had left her wet and wanting and it had been difficult to focus at work. But work was over, now it was play time. Meg grinned and undressed quickly so she could jump in the shower. She washed her hair and lathered up her body. She ran her hands over her breasts and noticed a slight red mark on one of them. He had marked her. She wondered whether it had been intentional and found she didn't actually care. She ran her finger over the redness and remembered his mouth on her breasts. He made no secret that he loved her boobs. She rinsed off the soap, stepped out the shower and wrapped herself in a huge towel. She padded over to her wardrobe and pulled out her dress choices for the evening. One was a simple, well cut little black dress, cut low at the back. Understated but still sexy. The other was bright blue, short with a deep plunging neckline. It wasn't for the faint hearted. She smiled. He certainly wouldn't think she looked cute in this! She lay the dress on the bed, and went to pick her underwear. Last night she had already been naked beneath the dressing gown when he arrived. Tonight, if they did end up having sex again, she wanted to look amazing. She picked out a black lace bra and thong and pulled them on. She looked at herself in the mirror. She could just make out her smoothness through the lace of her thong and her bra pushed her 32E breasts up high. She blow dried her hair, applied her makeup and then put on the blue dress. It touched every curve, hugging her breasts and hips. It showed a lot of cleavage and that was exactly the look she wanted. Cute?! Ha! She sprayed on some perfume and put on some high heels. She was ready for action. ----- She arrived at the bar and looked around. She was disappointed to not see Paul there but made her way over to her friends. She embraced Jen and wished her happy birthday. "Wow, you look amazing!" Jen exclaimed as she returned her hug. Meg smiled and thanked her and made her way to bar. She almost made it before she walked straight into a large chest. She didn't need to look up to know who it was. "Jesus fucking Christ," Paul exclaimed as he held her at arms length and let his eyes roam her body. "Hi Paul," she said innocently looking up at his face. He was openly gawking at her and she knew she had made the right choice in dress. "You look fucking incredible," he groaned, running his hands up and down her arms. She took a step back. "Don't do that," she whispered, "they might see." She gestured over to their friends. Whatever "this" was between them, it was certainly too early for their friends to know. He nodded, his eyes still on her breasts. It was her turn to grin. She took his arm and made over to the bar. Paul took his eyes off her long enough to order their drinks before returning his gaze to her. "Every guy in here wants to fuck you," Paul murmured unexpectedly. "What? No they don't!" He had embarrassed her again but this time he wasn't grinning. "They do, Meggie. You look smoking hot." She wasn't sure what to say so she took a sip of her drink. "Do you want to know what I've been doing all day?" he asked. When she nodded he leaned in close and spoke into her ear, loud enough so she could hear over the music but quiet enough so no one else could hear. "I've been trying to hide the raging hard on I've had all day thinking of you. I've been remembering the way you looked lying back on your bed, rubbing your clit for me. I've been thinking about how your tits looked as your tight pussy rode my cock. I've been thinking about how fucking good you taste. I've not been able to focus on anything other than when I can be inside you again." Meg could feel her breathing quicken and the ache between her legs that had been there all day intensified. She was aching for him to touch her but knew they couldn't with their friends being so close. To an outsider they just looked like two friends having a drink, leaning close to be heard over the music. "I wish I could touch you Meggie," he echoed her thoughts. "I love the feel of your tits in my hands. So big and perfect." Meg placed a hand on his arm and whispered in his ear. "I'm so wet for you, Paul." "Fuck!" Paul cursed between clenched teeth. His eyes roamed over her body and rested at the top of her thighs, as if he could see her pussy through her dress. He licked his lips and she remembered the exquisite feeling of his mouth licking and sucking her pussy. She squeezed her thighs together as she tried to relieve the ache there but she knew nothing but Paul would do. He suddenly took her arm and gently but hurriedly led her to the other side of the bar. It was busier there but away from their friends. Bodies were pressed up against each other as people moved to the music, and they could do nothing except be pushed up against each other. Meg quickly realised Paul's intention. Here they could touch each other without been noticed by anyone, as it was so busy everyone had to be pressed up against each other. Paul found a wall and turned Meg so her back was to him. She pushed back slightly so she could feel his hard cock against her lower back. He put his hands on her hips, just keeping her there. A couple in front of them started to kiss enthusiastically, the guys hands running all over the girls body. Meg and Paul stood and watched as Paul's hands stayed on Meg's hips. Meg shivered as she felt Paul's mouth close to her ear again. "It's driving me crazy knowing your wet for me and I can't touch you. I want to slide my hand up your thigh and slide your underwear to the side. I want to run my finger over your wet sensitive little clit and hear that beautiful moan you make when something feels good. I want to make you cum for me, right here. I want to show every man in here that's staring at your amazing tits, your sexy legs and that beautiful fucking face that you're coming home with me." Meg whimpered, knowing no one else could hear her. She was aching for Paul to move his hands up from her hips to cup her breasts. She turned to face him, pressed her body against his and looked up at him. "Take me home, Paul." He didn't need telling twice. He grabbed her hand and led her to the nearest exit, avoiding their friends. "Jen..." Meg started, as Paul hailed a taxi. She was torn between the guilt of leaving without saying anything and the urgent need of having Paul touch her. "She won't even notice," Paul reassured her. "She had her tongue shoved down some guy's throat." He bundled her into the taxi, told the driver his address and turned to face her. He pulled her towards him and tangled his fingers in her hair. He studied her face before bringing his lips down to hers. It wasn't the kiss she was expecting. It was slow and gentle as he explored her mouth. It was just as erotic as the kiss he had given her that morning. He lowered his lips to her neck, his fingers still in her hair. "I'm going to make you cum so hard Meggie," he whispered against her ear. "I hope you're ready for that." She moaned in response, aching for his touch, but his hands didn't move from her hair. When she eventually felt him move his fingers she realised they had arrived at his place. They had done nothing but kiss but Meg felt like a quivering wreck. Paul paid the driver and took Meg's hand as she stepped out of the cab. He quickly undid the door and pulled her inside. Rather than taking her to his bedroom, he led her towards the couch. He stopped in front of it and pulled her to him. He reached to the back of her dress and slowly unzipped it. He pulled the dress down, exposing her lacy underwear. He groaned and she was glad she had chosen the right underwear. She stood in front of him, wearing only her underwear and heels, as he sat himself down on the couch. He was now at eye level with her lacy thong. She felt his hands on her hips before he pulled her thong down her legs, exposing her to him. She was so wet for him that even her thighs were wet. She parted her legs as his hand cupped her throbbing pussy. "Ah Meggie," he moaned. "You've got the prettiest pussy I've ever seen." He slid his finger up to her clit and began to circle it slowly. She rested her hands on his shoulders as he continued to rub her aching clit. She felt his hands on her hips as he gently repositioned them so she was on the couch and he was on his knees in front of her. He parted her legs so she was exposed to him. "Every guy in that bar wanted to see what I can see right now," he told her as he began to run his finger over her clit again. "They wanted to see you spread and wet like this." His face was so close to where she needed him she could feel his breath against her. She ran her fingers through his hair as she wriggled restlessly on the couch. "Tell me, Meggie. I need to hear you say it." She moaned in frustration as his hands spread her thighs further apart, but he still didn't put his mouth on her." "I need you to lick me, Paul," she said breathlessly, remembering how skilled his mouth was the night before. "Like this," he responded, licking her inner thigh. She arched her back, desperate for him to put his mouth on her. "Please Paul. Lick my pussy." Paul spread her pussy lips with a growl and put his whole mouth over her. He ran the flat of his tongue from her opening right to the tip of her clit. "Delicious," he murmured against her and she tangled her fingers in his hair. She looked down and watched him as his fingers kept her lips apart as he licked and swirled his tongue around her clit. She could feel the intense feelings build, knowing the orgasm she had needed all day was almost within reach. As if sensing she was close, Paul brought a hand up and slid a finger straight inside her wetness as he sucked her clit into his mouth. He started to move his finger inside her, finding a rhythm that made her feel like he was fucking her. Another finger joined it, filling her. Her hips moved involuntarily and she pushed against his face and fingers. "Paul..." She moaned and in response he lifted his spare hand and reached to grab one breast. Tugging it free of her bra he squeezed her nipple hard. That was the stimulation she needed and she felt the orgasm shake her body as he continued to touch and lick her. She moaned his name over and over as wave after wave over pleasure washed over her. When the sensations had passed she looked down at him. He was looking up at her, her wetness visible around his mouth. He got to his feet and just looked at her, one breast free from her bra, her legs spread wide, showing her tight wet pussy. "Fuck," he ground out through clenched teeth as he started to take off his jeans. She sat up, and started to help him, her hands still shaking from the force of her orgasm. "Meggie..." He warned as she pushed down his boxers to free his cock. She took him in her hand and marvelled at the size of him. The tip of his cock was already wet from precum. She needed to taste him. Still holding him in her hand she licked the tip of his cock, enjoying his salty taste. "Fuck!" Paul hissed looking down at her. Emboldened by his response, she continued to swirl her tongue over the tip of his cock, lapping up every bead of moisture. Paul moaned and let his head drop back. Meg couldn't wait any longer as she took his cock into her mouth, letting her lips slide up and down the length of him, getting used to the size of him in her mouth. She felt his eyes on her and his fingers tangled into her hair. She bobbed her head up and down with hollowed cheeks, sucking him and luxuriating in the taste of him until he suddenly told her to stop. "Please Meggie, stop, stop, stop." She reluctantly released his cock and pouted up at him. "Too close," he ground out. "I want to cum inside you." Meg was torn between being disappointed he hadn't cum in her mouth and excited by his obvious urgent need for her. He pulled her to her feet and deftly undid her bra. He kissed her roughly and then moved them to the arm of the couch. He put a hand on her back and she knew what he wanted her to do. She bent over, exposing herself to him. "Fuck Meggie, you look so hot," he groaned and his positioned his cock right against her. He grabbed her hips and slid straight inside her. They moaned simultaneously as he filled her. "So. Tight," he ground out as he withdrew and slammed back in. As he built up a rhythm Meg found she couldn't do anything accept take his pounding, and she loved it. "More," she moaned as he slammed into her again and again. She reached down between her legs and rubbed her clit as she felt her orgasm building again. Paul shifted his hips slightly and found her g-spot. "Fuck!" Meg screamed and her orgasm ripped through her body. As she tightened around him, she heard him shout her name and empty his cum inside her. Completely spent and unable to move she collapsed over the side of the couch, and felt Paul's body do the same against her back. "Wow," she heard him murmur against the back of her neck. She smiled, glad that it had been good for him too. She felt him withdraw his cock from her and felt his seed drip down her thighs. "This is how you should look all the time," Paul groaned. "Naked and wet with my cum inside you." He helped her stand and she turned to face him. He ran his hands from her hips and held her breasts in his hands, running his thumbs over her sensitive nipples. "So," he said with a wink, "this is the lounge, wait until you see what I can do in the bedroom." *End of part 3*