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Needful Ch. 01

By: TiberiusM



Helen's divorce had hit her hard. The court papers had come in the mail and she now just sat in her room staring out the bay window. Her twenty year old son, Tim, asked if she was okay. All she had said was she would get by. At his age, it didn't sound very reassuring. To make matters worse, Helen's new ex, Allen, was supposed to stop by to gather up the things that the court decree granted him that he hadn't already taken from the house. Sometimes Tim thought he left some of this stuff behind just so he could had an excuse to come back one more time and hassle Helen. When things went sour between them, Allen had turned into a real bastard.

To a twenty year old, like Tim, it was crazy to ditch a woman who was as loving and giving as his mom was. Especially when she looks as good as Helen did. He guessed his dad didn't know what a good thing he'd had. Then again, they hadn't done their fighting in front of him, so he didn't know all the shit that went wrong.

Neither Helen nor Tim had felt much like having dinner, so they just sat, lost in their own thoughts, waiting for Allen to show up, get his stuff and clear out. Helen waited in her room and Tim stared out the living room window. As the sky darkened, he began to nod off. 

He woke to the sound of someone pounding on the front door. Getting to his feet, he headed for the door. Helen came down just as he was getting to the door. Her eyes were red and her face had that puffy look that betrayed her crying in her room. She backed up to the bottom of the stairs and said, "Let him in, Tim."

Tim nodded and opened the door. His father stepped over the threshold, a smug look on his face. He smiled a greeting at his son, then turned to Helen. The smug look returned to his face.

Without preamble, she said "Allen, the rest of your belongings are stacked by the TV in the family room. If you think anything is missing, let me know and we'll get it for you."

She didn't want him searching through the house on his own. Tim was grateful that everything seemed to be there. Allen thanked her for her thoroughness and gathered up his belongings. Scowling, Tim opened the door for his father. Before exiting, Allen turned in the doorway, looking back at Helen. He just stood there and looked her over slowly. She shifted in place, uncomfortable under his appraisal.

He said, "If you had taken as great care of your body as you have of your career, this might not have happened."

With that, he turned on his heel and left. The smug look never left his face. Tim watched his father lug his things to the back of his car. In his car, there was a young woman peering up at the house. She was smiling as Allen approached the car and put his things in the trunk. She looked pretty, bathed in the soft light of street lights. He guessed that was what his father was after these days. Young and pretty. It sounded like a mid-life crisis.

Closing the door, heard his mother sobbing behind him. When he turned to look at her, she retreated back upstairs to her room. His father had been mean to her lots of times before, but this time it cut deep. He knew his mother was no twenty year old, but other than a slight fullness in her hips and tummy from having twins, she was trim and good looking. Hell! A couple of his friends said they would like a girl as pretty as her. He had to confess that he too had wondered what she looked like when she was twenty. Of course, he had seen pictures of her from her wedding and first couple years of marriage to his dad, so he knew what she had looked like. She was a knockout. And she was still pretty now. She was pretty enough to fantasize about. At five foot, five, and nicely curved, she filled out blouses and skirts in a highly appealing manner. Her dark brown hear framed a softly featured face and her brown, almond shaped eyes could easily pull you in, if she wanted them too. She was a beautiful woman.

So, to Tim, his father's remark seemed unfair and made no sense to him. He allowed that their years together may have dulled some of the excitement, but his mom was a loving and responsive woman. At least, as far as he could tell. She had always been an emotional person and had always been obliging of any request that he had ever heard asked of her.

Very confusing

On this night, Helen paid a high price in tears, fear, hurt and insecurity over the final blow to her feminine ego. It angered him to think that his dad would so deliberately insult the woman he had married and raised kids with. He remember him as a decent man when he was growing up.

But, on this night, his father had not been a good man and he hated him for it. Helen spent a couple more hours in her room before he thought she might need some food and took her a sandwich and iced tea. She looked back at him and smiled through what seemed to be the last few tears she had in her.

"Oh Tim. That's really sweet of you. Just put it on the desk for now."

"Are you going to be all right, Mom?" he asked.

She sniffled one more time, rising from the bay window seat and crossed to meet him at the desk. "It looks like I should be," she said. "It seems that there is still at least one man around here that thinks I'm worth some time and effort."

Hugging him, she said, "Thanks so much for caring, Tim."

"Well, you raised me this way!"

She leaned back, her hands still on his hips, and looked into his eyes. Then she asked the question stand-up comics say is a killer for relationships. Thank God he was only her son and not her lover or something.

"Tim? Do you think I'm pretty?" she asked. The slightest of smiles crossed her face as she read the blush on his. "Oh, Tim. That is so sweet. You just made my day!"

She hugged him close. Only this time, it was tighter and there was a sense of desperation in it, as though she was happy to believe that he found her attractive, but clinging to it as though not convinced.

Maybe it was that feeling of uncertainty, or just his own suppressed lust for her, but he felt the need to make her really know that he found her desirable. With a certain amount of fear, he placed his hands on her shoulders and pushed her upper body back just enough to look squarely into her face, yet not force her to release the embrace she had clung to for these several minutes. He moved his hands slowly to her neck, bringing her face to his.

The first kiss he gave her, he placed on her still tear stained cheek. The second kiss was gently laid on the delicate ridge of her brow. At that moment, her body relaxed against his and the nerve to do more surged within him. The third kiss he gave to his suffering mother was a timid, incestuous kiss on the mouth.

"Oh, Tim...", she breathed into the kiss.

With only that encouragement and increasing lust in his veins, the kiss lengthened and deepened. He felt her lips part, inviting him to do so as well. When his lips parted, her tongue slowly began to explore his mouth. His hands slid to her shoulders and down her back. He pulled her to him, as the kiss fed their needs.

Tim was a typical horny male whose cravings were enhanced by the need to reassure his mother's mind and heart about her appearance, to let her know that she was still sexy. She was hurting from Allen's parting comment. She had also been without a lover for at least the eight months since Allen moved out and who knows how long before that. All the wrong buttons were being pushed and they both succumbed.

For her part, Helen molded her lean, mature body to his as if seeking to feel as much of him as she could. With no chance to satisfy the urge to feel her breasts in his hands, Tim dropped his hands further and squeezed the globes of his mother's buttocks.

"TIM!" she squealed, pressing more firmly into his groin.

The discomfort of his trapped cock made him squirm. This fired her desire even further. The kiss took on an urgency that would not be denied. He felt his face being crushed by hers. Helen's hands pushed between them, tearing open his shirt then reaching to unfasten his belt.

Tim's clothes were discarded like so much chafe. The entire time she spent undressing him, she kissed the parts of him that she uncovered. When she had finished stripping him, she stood, dropped her head just enough to pear into his eyes from under her brow. Her breath had quickened, her flesh reddened with passion. Without loosing eye contact she quickly removed her shoes, sweater, slacks and panties.

Holding him in her intense stare, in a voice he did not recognize as his mother's, she challenged, "Do you still think I am pretty?"

The question was no longer a simple question. Now it was a challenge to see if she deserved the meager praise he had given her. He did not trust words to be the answer she sought.

On the surface, her question seemed silly. At thirty-nine years of age, she was still trim with wide inviting hips, breasts that were full and round, and long, dark brown hair that shone in the dimmest light. She had, now and then, complained of the extra weight she carried after having twins and the sag in her breasts.

To Tim, the funny thing was, these things made her look sexier. He had never told her that, but he was about to. The extra weight she complained of was no more than a teasing softness in her stomach. And the sag of her breasts was slight and did no more than give them an appearance of greater fullness. For him, all her imagined shortcomings were delicious enhancements.

So in answer to her question, he stepped close to her, cupped those supposedly sagging breasts in his warm hands and gently squeezed. Her eyes closed as a moan escaped her lips. Bending down to her left breast, he licked the nipple lightly.

"Oh, that feels so good, Tim!" she whispered through trembling lips.

Straightening, he spun her around and pushed her onto the desk. Leaning back on her arms, she stretched out before him like a sculpture to be patiently examined. His hands return to her chest, lightly grazing her engorged nipples. Her eyes bore into him, urging him to continue. Smoothing his hands down her sides, following the flair of her luscious hips, he brought his hands to rest on the tops of her thighs. He leaned on her thighs, pushing her legs apart. There was no need for force. She adjusted her feet to accommodate her new position. Sitting back on his heels, Tim let his hands roam over the gentle swell of her belly that so bothered her, but so enticed him. Leaning forward, he hugged her hips to him, kissing her belly, tonguing her navel and licking wet trails over the slight roundness of her lower abdomen. Her arms remained a prop behind her, but she lost strength in her elbows and sank back more toward a prone position.

"Oh yes! Go on!" she implored. 

She trembled more as his mouth made unpracticed love to her lower body. At length, his tongue made its way to her thighs, then to where her thighs met. Her scent was heavenly. The heat he felt on his face from her felt like an invitation to sex before a fireplace. Pushing her legs further apart, he buried his tongue in her.

"Oh God, YES! Oh, yes!" she gasped.

Her hands suddenly grasped his head, pulling him harder into the furrow between her legs. He pushed his tongue into her, tickling the walls within. Her pelvis rocked hard into his face, her body gathering steam for where she was headed. His lips closed on her clit, sucking it into his mouth. He brought his right hand from around her knee, pushing his fingers firmly into the steamy hole below his sucking lips.

Helen went rigid for a moment, then began thrusting her hips hard into his face. "Do it faster. Faster, please! Please! PLEASE!"

He did. And he was rewarded for doing her strained bidding. He had never seen anything so beautiful in his life. Her body was locked in contractions, her breasts swollen, her whole chest reddened with passion. Her juices were dribbling out onto his chin as he still tortured her sex with tongue and fingers.

She remained lost in the throws of passion for several moments when his own urges overtook him. Withdrawing from her groin, he stood before her. Her orgasms subsided. She raised her head to look at him. Pleasured she may have been, but need in her eyes told him she needed one last thing to know for certain. Nothing he had done so far convinced her that his body wanted hers. Her pleading eyes dropped to his cock, staring.

As Tim stepped between her legs, she raised them, grabbing the backs of her knees. Her full womanly mons, puffy and wet, was shown to him at its most inviting. Leaning that last small distance between their bodies, Tim guided his cock into her body. For a moment, he rested the head of his cock against her cervix. Looking down at her face, he saw a strange contentment in her expression. It was not the sex. It was the warmth of another human being. She felt loved. He found it odd to sense this.

Muscles within her contracted on his cock, bringing Tim out of his reverie. It was the least of urgings, but the message was clear and his own desperately needed release set his body in motion. With a will of their own, his hips began thrusting. The surprising tightness insured that he would not be long in gaining release. Each time his cock hit bottom, she winced, but urged him to continue, to drive fully into her. The remaining length of exposed cock flexed, pushing back at his own groin.

Pumping hard now, his hands reached forward to massage his mother's chest. Almost as soon as he squeezed her breasts, she began to orgasm. Arching her back to meet the spasms, he felt the change in the angle of Helen's hips. It clutched his cock in just the right way. As her grasping vagina pulled at his cock, the damp friction fired every nerve it touched. His hips crushed harder into the woman before him. He melted into her, exploded into her, battered at her. She met every assault, with a hunger for it.

Drained, Tim remained standing between her legs, leaning on the desk, a hand on either side of her. She rocked her body forward, reaching to embrace him. She nestled her head into his neck whispering, "Do you know how long I have needed to be loved again?"

Tim whispered back to her, "No. But do you believe me now, when I say that you are pretty and lovely and sexy?".

Tilting her head back from his shoulder, she sighed, nodding an uncertain agreement. "Tim. I love what you just did with me, but what you see and what I see are two different things.

"Take me to the bed and lay down with me?" she ask. "I need the warmth of you next to me for a while."

"Sure, Mom." So saying, he hefted her from the desk, her legs still wrapped around him. They dropped onto the bed, untangled themselves and crawled under the covers. The sheets were crisp and clean, and soon warmed with their body heat. They lay cradled in each other's arms.

There's such a difference between having sex with a girl in a car, a park or anywhere else, having to pick up and go home afterward and laying down in a comfortable bed together with the idea of waking up together in the morning. It felt so intimate. It felt like the icing on the cake to enjoy the closeness of a bed, with no need to leave it during the night. Tim began to understand some of his mother's sense of loss.

Even if his father had become a real jerk, he had still been the lover that Helen shared that intimacy, that bed, with. He gave a brief moment of thought to how much he was going to miss it after just this one night. His thoughts turned back to his mother's insecurities about herself.

"Mom, do you remember Becky? The girl I dated last year?"

"Yes, Tim. What about her?"

"Do you think she was attractive?" he asked.

"Very much so. Why do you ask?"

"Because she thought of herself as plain."

Helen objected, "But she's a very pretty girl."

"You know that and I know that, and so does anyone who sees her. Her problem was that she used models that she saw everyday in women's magazines and advertisements as what to compare herself to. I think you have the same problem. I don't know who you may be using to compare yourself to, but you are ignoring how good you look just because you don't think you are a '10'.

"And if you don't think you are good looking, consider this; I can name five of my friends that would love to get you in bed. I know! My friends are all horny young males, but you would be surprised how picky horny young men can get when they are just fantasizing. Even more so when you are talking about a guys mother and to his face."

Then Helen said something that left him dumfounded. She said, "So do I have sex with your friends one at a time, or all together?"

"Mom!" Tim gasped in shock. "You can't be serious!"

"Why not?" she chided. "Maybe I want a lot more of what you just gave me and I feel a little strange about getting it from my own son."

He chuckled, admitting, "I guess you're right about that part of it. It did feel weird making love to the woman I call 'Mom', even though I loved every minute of it. But I fail to see what you would do with more than a couple of them at a time."

"Ah!," she sighed. "That is where your lack of experience shows its ugly head. Shall I tell you about all the ways men and women can please each other?"

"I guess that I would be a fool to pass up the wisdom you have regarding such things." Tim chuckled at the thought of sex education from his mother. He relaxed, rolling onto his back. Helen nestled close to him, resting her head on his shoulder. He closed his arms around her.

"Okay, Mom. Teach me. Tell me about the things of which I am so uninformed."

Helen poked him in the ribs for his feigned smugness. In mock authoritarian disdain, she said, "Don't make fun of what you don't understand."

Then she chuckled and snuggled close. He loved the warmth of her body. It also sounded so good to hear her laugh again. It had been months since he'd heard her emit any sort of laughter.

That thought suggested something to him. He began poking at Helen's ribs, looking for some sign of ticklishness. He was rewarded with a squealing giggle.

"What are you doing?" she challenged, struggling to fend off the assault. Not saying a word, he persisted in his probing and invoked more protesting giggles. Soon the giggles gave way to laughter and Helen became helpless in the throws of uncontrolled laughter.

She squirmed, fought back, yelled his name, begging him to stop. Finally, when she begged to use the bathroom, he relented. He hugged her close, briefly, then threw back the covers to allow her to retreat. She scrambled to the bathroom where, with unashamed relief she dropped onto the toilet without closing the door and let go of the induced urination.

When she was finished, she rose weakly from the toilet and managed a menacing return to the bedroom. Her hands rose to a threatening pose. Tim broke out laughing.

Helen stopped in her tracks and challenged him. "What's so funny, mister?"

Struggling with his laughter, He managed to remind her that they both knew that he wasn't the least bit ticklish and that any attempt at it would just have her back in the bathroom in a few minutes. She dropped her hands, clearing her head of the unthinking need to get even with him. Then she chuckled at herself for forgetting about that not-so-minor detail.

Like an idiot, he then opened his arms to her, inviting her back into his embrace. She then turned the tables on him by switching to something against which he was not prepared to defend himself. Hugging him and still smiling over the loss of self control she proceeded to get her revenge.

Her hand move to the base of his cock, resting there briefly. She then began stroking the underside of his cock with her fingernails. The affect was immediate. His manhood regained some of its former rigidity and engorged size. Helen looked into his eyes, watching him lose himself in the pleasure of her touch. Her ministrations became varied as she grasped the thickness of his shaft and slowly pumped him, then traced those deft fingertips over the swollen flesh or squeeze the head in her hand.


Needful Ch. 01



Tim's eyes closed as he drank in the sweet pleasure she was giving him. He felt himself come to full erection in her hands. His hips adding their own motion to the attentions of this loving woman's hands. Long minutes passed as she manipulated him closer and closer to another orgasm. He felt her rise. He didn't open his eyes. He just let his senses follow her movement as her head approached his cock.

Her hands continued to massage his cock ever closer to the edge. Then her mouth closed over the head of his cock and Tim gasped, "Oh, Mom!". She must have felt the tremors in his groin, because, at that moment, she clamped her hand hard on the base of his cock and squeezed. That affect was immediate also. Everything seemed to stop at once.

Raising his head, his eyes looked for the reason for the interruption of his pleasure. Twinkling back at him were his mothers own eyes and a smug little smile. "Just remember buster, your aren't always in control of yourself either!" Tim groaned, dropping his head back on the pillow. He wondered if she was going to just leave him there or torture him some more. As he pondered this, Helen slid her body down next to his legs. With great relief, he felt her return her attention to his aching member. Then she surprised him. She got to her knees between his legs and proceeded to slowly engulf his entire cock in her mouth and throat. Her vagina had not been able to contain the length of his cock, and he didn't believe she could swallow it either. He had not found any girl who would even give it a serious try.

Tim lost all sense of anything other than the slick warmth of her mouth. He watched her head rise and fall as she gradually increased the pace at which she was devouring him. The orgasm was sudden and violent. Tim tried to cry out a warning to her, but reflex made him grab his mother's head and fuck her mouth with no concern for her comfort. Tim felt no dripping from her mouth, as his hips humped into her face. Instead, Tim heard delicious sucking sounds that spoke of an oral talent that Tim only hoped that he would find in a girl his own age. It amazed him.

Helen raised herself up and smiled at him. "How did you do that?" Tim demanded.

"You are hung, Tim, but so is your father and I had to find ways to please him. There was a time when pleasing him was very important to me and I worked at it. You have just received some of the benefits of that effort. You didn't seem to be bothered by it either," she smiled.

"Are you kidding? I've never felt my whole dick embedded in anyone or anything. I just can't believe that you not only could take all of it in your mouth, but then to swallow every bit of my cum too! Mom, you're great. I wish you would always be my lover."

Suddenly, realizing what he was saying, Tim stammered into silence and blushed a deep red. Seeing his embarrassment, Helen slid her body up his and wrapped her arms around his neck. She hugged him and whispered into his ear, "Oh Tim! Thank you. Until just now, I thought you were just being kind to me. But that outburst tells me that you really did mean what you said about me."

She kissed him on the lips, she looked into his eyes and said, "And you have also reminded me just how sexual I used to feel. So don't go getting so embarrassed that you don't want to finish your lessons. Okay?"

For a second, Tim couldn't think of what lessons she was talking about. His confused look prompted her to remind him by pressing her hips into his cock and saying, "Don't you want to know more about how men and women please each other?" As an added reminder, or incentive maybe, she reached her head around his and nibbled his earlobe, her breath gently washing over and into his ear. It was electric. His twice used cock stiffened between them. She rewarded its revival by grinding her hips into his, stirring his blood further. He began to kiss her mouth with an urgency that surprised her. This woman, his mother, had already made love to him twice, yet had him feeling fresh hunger.

Running his hands down her back, he again squeezed those tantalizing round buttocks. She clenched them against his fingers and revealed a better muscled ass than he realized she had. Helen further surprised him by reaching behind her and taking hold of his left forearm. Pulling his arm lower, she maneuvered his hand to the base of her butt and pointed his fingers to her anus. When he tentatively stiffened his middle finger to probe her back door, she nodded a 'yes' in the midst of their still churning kiss. Her hand pushed at his forearm as if to reinforce her assent.

As his finger entered her ass, her gentle moaning grew louder and more passionate. She arched her back to grant his finger greater access to her rectum. She began to go wild in his arms, pushing her ass up against his hand. His cock poked at her belly as she rocked up and down against his hand. Suddenly she stopped and got out of the bed. She reach for his hand and pulled him with her to the bathroom. She positioned him just inside the door while she stooped to search in the vanity cabinet for something.

Tim found it impossible to ignore the image her position on the floor gave him. The leanness of her torso gave way to hips whose width was accentuated by her legs being curled up under her. It made him hungrier for her body. Her shape challenged him to take it. But he couldn't bring himself to take what was being so freely given.

Presently she stood, turning to face him. In her hands was a tube with a non-descript label. She looked up at him, then, having confirmed something for herself, opened the tube. She squeezed out a small amount of the cream into the palm of her hand and set the tube back on the sink. Kneeling before him, she worked the cream into a warm slick mess in her hands. Satisfied that it was ready she began to coat his cock with the cream and restore the erection that had waned slightly during her search.

Done with that task, she stood up, turned around and bent over the vanity. "Put it in me."

No longer the least bit reluctant, he stepped forward and began to sink his member into her vagina. Abruptly she lurched forward and said, "No! Not there. Put it in my ass. That's what the cream is for. Or didn't you notice that my pussy was already wet enough for you?" Blushing at his apparent error, he said "Guess I wasn't thinking about it. I've never had my penis in anybody's ass before."

She chuckled and said, "And you hotshots think you have it all figured out already. Ha!" Wiggling her butt at him she said, "Are you going to try this or shall I put it away?" Tim responded by stepping up to her backside and rubbing the slicked up head of his cock over the small opening of her ass, coating it with the cream on his cock. He then placed the head at her anus and began to push.

She grunted as he entered her. They both pushed slowly into the coupling. She said, "I don't know how much of you will fit in there, but your dad used to love the extra tightness."

As he sank deeper into his her backside, he could believe the remark about the tightness. He could feel her sphincter almost cutting into the flesh of his dick. With just over half of his length in her, she said stop. Now, knowing the limits, he began moving his cock in and out of her ass. For her part, Helen used the leverage of being on her feet to move in ways that teased and taunted him. 

Tim thought he would be cumming in a minute or two. But it didn't happen. His two prior climaxes had dulled the urgency. Now, he experienced the pleasure of good leisurely love making. Added to the feel of Helen's anal grip on his cock, was the sight of his mother in the three mirrors that bordered the vanity. The ones to the right and left gave him a near profile look at the body he was making love to. He could easily see the sway and bounce of Helen's breasts as she backed into him and recoiled forward again. It just convinced him more that she had gorgeous breasts. He watched them for some moments as his hips thrust into her.

When he looked into the center mirror, he saw her watching his eyes. She may have been watching them all along. She drew his attention back to her breasts by cupping them and working her fingers between them. Hungry to hold them, Tim lifted her elbows from the vanity and brought her upright in front of him. She tilted her head back and whispered to him to press her tits together. He did so and was excited to see how much it accented her gaping cleavage.

Her tits (it was becoming increasingly difficult not to think of her body in more vulgar terms) were oiled by the cream from her hands and the skin slid easily under his hands. As he continued to massage them and press them together, he watched in the mirror as Helen squeezed a hand up between the compressed mounds of flesh.

She purred, "And this is one more place we can satisfy your cock's lust for soft flesh."

He moaned an agreement and speeded up his hips. She did also.

He whispered in her ear, "Look at your body in the mirror, Mom. You are bouncing off of me yet there isn't a jiggle on you anywhere accept for your tits." He squeezed them firmly to accent his observation. "You, madam, have a very nice body and I love watching it in the mirror."

"Why thank you young sir. I think I am finally beginning to believe what you say about me. Your body certainly is a convincing case for your claims." To back up her statement, she leaned forward again, bracing herself on the vanity and pushed harder into his thrusts. The grunts emanating from her throat were nearly animalistic. She was releasing something inside of her and it was wild.

Tim could feel her ass clutching his cock. That tight circular muscle was strangling his dick, leaving him spiraling upward into ecstasy. Now he was crushing her tits with his hands and pounding her ass, feeling the eruption approach. He moved his hands to her hips to pull her onto his cock, hard. Instead of crying out, she grunted her approval and slammed into him with greater urgency. Cream spewed from his cock and mingled with the lubricating cream. His hips pushed at her ass causing her thighs to collide with the vanity counter's edge. She became, for a moment, a pin ball between bumpers. Drained, he stumbled back against the wall and just stood there looking at his mother.

Somehow a very sexually expressive person had emerged from his depressed and quiet mother. The variety and intensity of her actions left him speechless. All he could do was stare at her and wonder where the mother he knew had gone. And she was not done with him yet.

She turned from the vanity and dragged him into the shower. She did a thorough job of washing him from head to foot, while she did the same to herself. As she was just about done, she pushed him against the wall of the shower and kissed him hard. As her tongue danced with his, her hands placed his on her breasts, crushing them to her ribs.

"You have so much more to learn," she said. "I hope that you will accept at least a couple more lessons."

The look in her eyes told him the need was really hers. There was no way he could say no to her.

"Yeah. I will! I've got to tell you though, you made me feel like the guest of honor at a bachelor party tonight. And I loved it. Thanks, Mom."

Helen's eyes twinkled for the first time in months. She hesitated, then started smiling like the cat that ate the canary.

After drying each other off, they returned to the bed and settled down to get some sleep. As they made themselves comfortable in each other's arms, his mother stirred as if remembering something. Her expression suggested devious thinking. 

"Tim. There's a lady friend of mine at work who is in the same boat I am. You know...alone. She lost her husband in an auto accident last year and is having a tough time of it. She's been on the lonely side for a while as well. I thought I would invite her over for some cards and chit-chat Friday evening. Do you think that you could hang around for the cards and keep a couple of women company for a little while?"

"I guess that would be okay. It'll keep me off of the streets and out of trouble anyway. Sure Mom. Does she play cutthroat pinochle or are you going to have to teach me a new card game too?"

Helen chuckled and said, "Maybe we will teach her pinochle."

With that, she dozed off to sleep and he did likewise not too much later. 



Needful Ch. 02



The next morning was surprisingly free of guilt. It appeared that they both felt that they had done nothing wrong, under the circumstances, and were going to do no more than be grateful for a caring person as a part of their lives.

Helen did seem to make a point of being more "dressed" in Tim's presence. He surmised that the additional "lessons" that his mother had seemed so adamant about giving him were off. As much as he would have loved to feel, taste and, in all ways, make love to his mom, he couldn't say that he didn't feel some sort of relief at the idea of it not coming to pass. There was just something upsetting about incest. Still, he had to confess that in the heat of the moment he knew he would do it again, if his mother allowed it or, better yet, encouraged it. And his fantasies about her had paled in comparison to the reality of her.

Thankfully, their respective routines seemed to put the sexual episode behind them. Helen headed off to work and Tim had classes through Thursday, and swim practice would take some of the steam off of his desires. Having a lot to do made it easier to let the incident fade into the background. He wondered if his mom was having as much trouble as he was setting it aside.

The hard part was the late evenings when everything on the "to do" list was finished and he was tired enough to just want to relax, but not tired enough to want to go to bed. Well, not alone anyway. Helen was doing a good job of remaining more "dressed", but with her figure, it was just about impossible to conceal the flair of her hips and the thrust of her breasts, unless she wanted to hide inside a parka. Her manner insured that no further incidents occurred. Not that Helen was suddenly cold or distant. She was just suddenly always busy.

----------------------------------------------

Annie showed up promptly at 8 P.M. Helen had said nothing about her looks, so Tim was startled to see his mom escort a very tall, cute and surprisingly young woman into the living room for introductions. Annie's height was the biggest surprise. She wasn't much shy of his six-foot-five-inch height while standing in her two inch heels. However, she had that tall-person slouch. It appeared that she had long since been convinced that her height was an obstacle for a woman, since she had made the effort to minimize her height, as much as possible.

She appeared dressed for work. A very business-like gray jacket loosely fit over a white blouse. Below that, a knee length full skirt, matching the jacket, hung straight down from her hips. She wore stockings which added to the oddity of her dress for a supposedly casual evening with a friend.

When Annie and Tim were introduced, she warmly smiled her "hello" and straighten visibly, as if relieved not to be the tallest person in the room. She also seemed to relax. Tim didn't know what she had to worry about, but, whatever it was, she appeared to put it behind her for the time being. They adjourned to the living room and took seats. The ladies took seats at the opposite ends of the sofa while Tim sat down in the recliner across from Annie. As the women started chatting, they half-turned toward each other in their seats. In slacks, Helen had no trouble assuming a comfortable position. Annie, however, was finding it a bit awkward to curl her long legs up under her on the sofa. Her squirming gave Tim an opportunity to watch as she shifted and rearranged herself. Even under the jacket, he could see the twisting of a very appealing pair of hips. More visible from Tim's vantage point was the surprising amount of bounce in Annie's breasts. They look round, firm and very large. He as staring at Annie's unintended show. Neither woman appeared to noticed, as they were already involved in their conversation.

Helen and Annie started talking shop almost immediately and Tim began to feel left out after a few minutes. It did, however, allow him to spend more time admiring the tall woman without worrying about her taking offense at his ogling. She was cute. Her light brown hair, cut to shoulder length, framed a lean face with dimpled cheeks and soft pale skin. Her almond-shaped eyes were a very light blue and Tim felt as though he could see through them. For long moments, he gazed at those eyes.

As if checking on him, Annie's eyes darted in Tim's direction every now and then. He was embarrassed to be caught looking at her each time, but his eyes could not drink in enough of her to satisfy them. Reassuringly, Annie began to smile each time she caught him staring at her. She surprised him twice, catching his eye and deliberately lowering her gaze to the area below his waist, still smiling.

Two could play this game, Tim thought. Staring intently into her eyes, Tim waited until she glanced his way again. With a smile now on his face, holding her attention for a moment, Tim lowered his own eyes slowly down Annie's tall body. Tim made a conscious effort not to look back at her face until he had gazed at her entire height. The leanness of her face was a feature of her whole body, though her breasts seemed well rounded.

Her waist seemed very small for a woman her size. It was made to look even smaller by the very short wide hips hidden beneath her skirt. And her legs appeared deliciously long, even doubled up under her. Here again, the trim nature of her body was well displayed. If the rest of her were as well muscled as her legs, she would be one strong woman. All in all, she presented a surprisingly sexy image. Something about women and power, Tim thought.

When his eyes finally returned to her face, she was still smiling at him. Then she threw him the final gesture of the exchange by nodding and winking at him and then glancing down at his lap. Very much aware of the semi-rigid state of his penis, Tim was mortified to have her seeing the affect she was having on him. Her smile became a grin and Tim imagined that he had just been beaten at his own game.

All the while, Helen and Annie had kept up their chit-chat about work. Tim didn't realize that his mother was catching the interaction between them until, his mind was snapped back into focus by his mother's admonition about the rudeness of staring. Feeling like a scalded cat, his head snapped around to see his mother glaring at him. Tim squirmed for a moment, then began to apologize to Annie for staring at her. Tim was interrupted by laughter from both of the ladies. In confusion, Tim stuttered to a halt and shot questioning glances back and forth at one woman, then the other.

Annie was the one who rescued him from his discomfort. The humor still in her voice, Annie explained that Helen had told her that Tim was still a typical young male that could be enticed into a little sexual mind-play by the smallest of things. Annie had suggested to Helen that she wanted to test that out.

Annie rose from her chair and walked over to where Tim was seated. Leaning down and bringing her face to within inches of Tim's, Annie said, "And I see that she was deliciously correct."

Being eyeball to eyeball with Annie and having her speak so bluntly of sexual responsiveness, his color went from its already red hue to a rich shade of crimson. Both women chuckled. Annie dropped her forehead against Tim's. The faint scent of her perfume enveloped him and, in spite of his embarrassment, his penis stiffened.

Tim didn't know if she saw this or not, but Annie raised her head, turning to speak to Helen. In so doing, she cleared his view inside the high scoop neckline of her blouse. The sight further added to his predicament. The fullness of Annie's breasts, as displayed beneath her suit jacket, was minor compared to what swayed before his eyes inside her blouse. Tim guessed that sports bras were good at concealing as well as stabilizing breasts.

With her head turned, Annie asked, "May I, Helen?"

Helen's reply was, "Be his guest!"

With that, Annie turned her face back to Tim, cocked it a little to the right and planted a very wet and warm kiss right where it would do the most good. Tim drew his head back briefly to no avail. Annie's lips pursued his to the furthest Tim could retreat in the high backed chair. Seeing the futility of resistance, Tim began to return the sensuous kiss with all the fervor he could muster, being in the company of his mother.

Annie broke the kiss chuckling. "Helen, he is just as precious as you said he was."

"That's nice of you to say, Annie. Now, shall we play some cards?", Helen queried, laughing.

"Yes. Some cards sound like fun," Annie said. Before she stood up, she winked suggestively at Tim.

They retired to the family room and took seats at the card table. Helen asked them to have a seat and she would bring in some tea and snacks. Tim offered Annie the nearest chair and sat down to her right.

In Helen's absence, Annie asked, conspiratorially, "Tim, is your mother seeing someone new?"

A little stunned by the question, he posed his own question. "What makes you ask that?"

"She has seemed much happier this week than she has in a long while. I was just wondering if you had any idea what may have changed her."

He blushed at what he imagined the cause might be and hoped that Annie didn't notice. She, however, seemed to be one of those people who is very attuned to detail. She smiled just a little too knowingly for his comfort, making him squirm some more.

"You know, Helen talks about you a great deal. She always says such nice things about you. But you know what? She has been surprisingly quiet about you this week."

Looking to cover himself, Tim offered, "You did know that Mom got her final divorce papers on Monday, didn't you? Maybe she is feeling better because that is over with."

"Yes. I suppose that could be it. But it isn't just relief. She actually seems like some of her old spirit came back. She's almost bouncy at work."

Not knowing if Annie knew anything about his tryst with his mother, or if she would be honest with him if she did, Tim asked, "Has she said anything to make you think that she has a new guy?"

"No. But I will tell you one thing; if any woman looked like she had been made love to the night before, that's the way your mother looked Tuesday morning. Are you sure she isn't seeing somebody?"

The question was accompanied by an accusing arched eyebrow. Either she was another Sherlock Holmes or his mom had told her about them. He was sure she knew.

"No one that she has told me about." Doing a little fishing of his own, he asked, "You sure she hasn't mentioned anything to you?" 

Annie smiled and shook her head. Now he was convinced that she knew and was playing more games with him. Helen saved him from further damage by returning with the refreshments. He got the pinochle cards from the end table drawer and returned to his seat. Helen had distributed the drinks and snacks so that we each had ready access to them. She then sat down on Tim's right.

He dealt the first hand. Annie passed. Helen bid twenty-five. Tim passed. Helen made her bid. After that, Annie became the winner for the night. But for Tim, the most enjoyable part of the evening began after the third hand.

Annie asked Helen if she could get comfortable and remove her jacket and shoes. Helen, of course, had no objection. It was supposed to be a casual evening in the first place and Tim couldn't figure out why she was dressed as if for work. Annie stood and walked over to one of the two chairs in the room to take off her shoes. She was very demure about it.

Tim was glad he'd watched her because when she stood to return to the card table, she removed her jacket on the way back. When she took the lapels and lifted the jacket off of her shoulders, she revealed an enticing view of her chest. The white blouse was translucent. Beneath it, the sports bra that compressed her surprisingly generous breasts to her body was plainly visible. It takes ample breasts to look big on a woman who stands six feet tall. Annie's breasts looked more than big.

In addition to the large breasts, Annie's bra failed to conceal very prominent aureoles. They were puffy. Almost smaller mounds on top of much larger mounds. Protruding from those smaller mounds were two very stiff nipples. Tim heard his mother stifle a chuckle as Annie reseated herself. Tim's jaw didn't drop, but it wasn't far from it. For the rest of the time they played cards, it was hard for him to look at Annie and not look at her breasts.

His mother said, "Tim, you're staring again. How can I have company if you are going to be so rude to them?"

Thoroughly embarrassed, he hung his head and apologized to Annie for staring."

Again, Annie came to Tim's rescue. "Go easy on him Helen. I am used to being stared at. Besides, it's nice to be appreciated and most men can't resist. They just don't see a chest like mine everyday. And Tim's being much nicer than most are about it.

"Maybe I should bring a bathing suit next time so we can spend some time by the pool and really let Tim have a good look. What do you think?"

"It sounds like fun. But are you trying to seduce my son?"

"I don't think Tim would object, but would he break if I did?"

Both women started laughing and they got back to cards. Tim enjoyed the show for the rest of the evening, feeling not quite so self-conscious about it.

But that wasn't the half of it. During the rest of the hands of cards, he felt bare feet playing with his pants cuff. This came from Annie's direction. As the play continued, the toes became more insistent about working their way up his leg. If the view above the table hadn't been so distracting, he doubted that he could have remained so nonchalant about the footsy going on under the table. By the time she was done giving him a leg massage, he was hoping that she had some plans to do something about the hard-on he was hiding under the table.

Mercifully, the chatter about work lead to a few lulls in the assault on his lower extremity. He was grateful that both women were professionals interested in their careers, even away from work. After six games of pinochle, Helen declared Annie the champ for the evening and suggested that they call it a night. It was quarter after eleven, and Helen usually hit the sack by this time most nights.

Annie apologized for keeping them up. Helen reassured her that they had enjoyed the company and that Tim was more of a night owl than she was. At this, Annie asked if Tim wanted to go out for a little while. Tim asked what she had in mind. She suggested a bar she knew where the real draw was a large dance floor. Helen pointed out that Tim was twenty and not a legal drinker.

"Perfect!", Annie chuckled. "You can get in as my designated driver. Would that be okay, Helen?"

"It's okay with me if it's okay with him", Helen replied.

He felt caught. He did want to spend some time with Annie, but he had hoped for something private. Oh well. Nothing ventured, nothing gained.

"Sounds like fun to me. This will be his first time in a bar. Maybe I'll find out what all the hype is about."

"That's great! Would you mind if we stopped by my apartment so I can change into something a little more casual? I'd like to get out of these work clothes."

"I guess not. Should I change before we go?"

"Um. You might want to wear slacks instead of jeans. It's a relaxed place, but you'd fit in better if you didn't dress down too much."

Helen inserted, "Well, I'm going to bed. You two have fun, but Annie, take care of my son. I want him back in one piece." With that Helen walked over to Tim saying goodnight. Then she did something that made him wish he weren't committed to going out with Annie. Helen reached up to kiss his cheek, or so he thought. Instead, she tongued his ear and gave his cock a gentle squeeze.

Helen said, "Go on Tim. Get changed while we clean up."

With that, Helen and Annie gathered the dishes from the card table and headed for the kitchen. He was grateful that his retreat kept Annie from seeing the bulge in his pants as he headed for the stairs.

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When Tim came down stairs, Helen and Annie were by the front door talking in low tones. Annie had chosen not to put her jacket back on and was carrying it over her folded arms. This pulled the material of her thin blouse taut over her large restrained breasts. Seeing her in profile as he approached, he prayed for a chance to get more intimate with her.

The ladies' conversation stopped briefly. Both ladies turned, to watch him approach.

Annie said, "Helen, your son is a fine looking young man."

"Thank you, Annie. I'm beginning to think you kind of like my young man."

Tim added, "And I thank you. And you look very nice yourself. It's going to be a pleasure spending time with you."

Both women chuckled, giving each other a conspiratorial wink. Tim felt like he'd missed a meeting. Helen and Annie hugged, saying that they had a good evening together and hoped to do it again.

Then Helen said, "Why don't we make a regular thing of it?"

Annie got a big smile on her face and said that would be "fabulous". So they agreed to spend Friday evenings together. They hugged once again and said good-bye. Annie hooked her arm through Tim's and said, "Let's go, handsome." He was all for it.

They took two cars. He was to follow Annie home, then do the driving. Annie seemed to be driving slowly to avoid getting him lost. As she lead him through an unfamiliar part of town, he was grateful. They left behind the upper-middle class section where he lived, passing through the blue collar neighborhoods, ending up in the Heights, where the more affluent lived.

Tim followed as Annie turned into a semicircular drive that split off, going around behind a palatial home. Annie's car disappeared into the third door of a five-car garage. He brought his car to a stop behind hers, a few feet from the garage. To his surprise, the door closed. He got out of the car and considered diving under the closing door, but decided that his clothes would not fair too well. He also didn't think that Annie would have brought him here just to leave him locked outside.

A half minute later, Annie's pretty face poked out around the left end of the garage. She signaled him to follow her. She also brought her finger to her lips to indicate that silence would be appreciated. Obediently, Tim dropped in behind her and said nothing. It was pleasant enough just following her and watching her backside strut toward the house.

There was a breezeway that he assume they could have used from inside the garage, but Annie lead the way to a sliding glass door that entered into a game room. The room contained a ten-foot pool table, a wet bar and a sitting area. The sitting area was large enough to host the casino-style poker table and a couple of couches sitting back to back, one facing the poker table and the other facing a flagstone fireplace framed in mahogany.

Tim would be a liar if he said it hadn't occurred to him how much sexual fun one could dream up in this setting. As Annie continued on toward an inside door, he watched her skirt swish back and forth. Too bad they were going out, he thought. This tall, long-legged woman genuinely appealed to him.

Sensing that he was falling behind, Annie stopped and turn back toward him saying, "It's a great recreation room. Maybe we can put it to use another time." She then turn and left the room with him catching up. He wondered if she read him that quickly, or did she have some ideas of her own? Or did he misinterpret her remark? He guessed he would find out later. Or hoped he would anyway.

They walked through a large, well lit kitchen that seemed to have everything one could hope for in a kitchen. Tim decided to stop looking at the furnishings and follow his leader, since she was getting ahead of him again.




Needful Ch. 02



She lead him out of the kitchen and turned left into a hallway that headed toward the front of the house. They passed a dining room and a library before Annie made a right and lead him into a very comfortable sitting room with a fireplace. The furniture was all over-stuffed and looked like it might be heaven just to sink into.

"I am going to leave you here while I go change. I won't be but a minute. If any of the others stop by, tell them you are with me. Okay?"

His response was a none too brilliant. "What others?"

Annie chuckled saying, "I may be a highly prized professional, but I can't afford a place like this on my own. Not yet anyway."

With that she turned and left the room. Tim decided to have a closer look at the pictures in the room. Most of them looked like artist's renderings of extravagant architectural projects. He recognized the one portrait in the room as being the face of Frank Lloyd Wright. He guessed that the others were also into architecture or Annie had a lot of influence where this room was concerned.

He was startled by a high-pitched throat clearing. Turning, he saw a woman standing in the doorway. She looked to be about thirty-five or so. She was short, maybe five foot tall with slim build. Her lean appearance was interrupted by her breasts. Tim started to wonder if large breasts were a requirement for living in this immense house. The woman's hair, styled to frame her face, was a well groomed, rich brunette.

Her night gown and light peignoir didn't seem like the way to confront a stranger in your home, but she seemed comfortable with her attire and Tim liked what he saw. She was athletically built with square shoulders, a flat tight belly and strong looking limbs.

"I'm waiting for Annie. We're going out for a while." he offered.

"I know. She asked me to check on you and see if you were okay. I'm Kelly. I have the suite next to Annie's."

"Nice to meet you Kelly. I'm Tim. I'm the designated driver for the night."

"She didn't say anything about drinking. Where are you going?", Kelly asked.

"Annie said we were going dancing, but she didn't say where," he answered.

"Oh, dancing. That sounds like a great night out. If I weren't already falling asleep, I'd ask to tag along. I hope you both have a good time."

Feeling bold, possibly because of her attire, Tim said, "Maybe you and I could go dancing one night. Do you have a favorite spot? I'm afraid dancing, as an evening's entertainment, is a bit new to me and I don't know where I would take you."

"Why you precious young man! I would love to step out one night. And yes, we all seem to have a favorite place to go dance. Annie will probably take you to The Willows tonight. It's a casual place that caters to couples more than the singles and they play romantic music. You should love the place."

"And where would you go to dance an evening away?", he asked. "Oh, I like The Willows too. It is nice to dance in someone's arms and feel them close to you. Guess I'm an old romantic at heart."

Tim could have sworn that her nipples, visible from the moment he saw Kelly, hardened noticeably as she spoke. Tim couldn't help but respond physically. His cock stiffened a little and Kelly couldn't help but notice it. She gasped, raising her hand to her mouth as if shocked, but giggled and closed the distance between them. As she reached him, she took a deliberate look down at his groin, then hugged him.

"You sure know how to make a woman feel good about herself, Tim. I almost wish you were taking me out tonight."

"Does that mean that tomorrow night wouldn't be too early for you?", he asked, embarrassed, but emboldened.

Kelly gasped again, dropping her head against his chest. It was an uncomfortable feeling. But it also felt very sexy, since his cock was stabbing into her upper abdomen and she didn't do the least thing to retreat. He liked the feel of her.

Like a kid, she said, "Do you really mean it? I haven't been anywhere but work for the last four months."

"Yes, I mean it. You are a captivating woman and I'd love to spend some time with you. Are we on for tomorrow night then?"

"Oh yes. I can't wait! Oh! Would you dress up a little bit and wear a sport coat or suit?"

Tim was a little puzzled, since she'd said The Willows was supposed to be a place for casual attire, but said, "Sure. Not a problem."

At that moment, Annie came into the room and asked, "What's not a problem?"

"Annie! This nice young man asked if I would go dancing with him tomorrow night. Do you mind I if borrow him for an evening?"

"Kell, he's not mine to lend. I suggested dancing tonight, because we both felt like doing something. If he wants you to go dancing with him tomorrow, that's great. I hope that you both have a good time.

"I just hope he still intends to have a good time with me tonight. Right, Tim?"

"Absolutely. I wouldn't want to disappoint a beautiful woman."

Turning back to Kelly, Annie remarked, "Isn't he sweet, Kell?" 

"He certainly is. Just try not to wear him out so that he changes his mind about tomorrow. Okay?"

"He'll be okay for tomorrow. For now though, come on Tim. The place isn't an after hours place, so let's get there before they bar the doors."

"You bet. But can I ask where we are going?"

"It's a quiet place called The Willows. Do you know it?"

"Not yet. Kelly said you might pick that one. Good night Kelly. I'll see you tomorrow about eight-thirty? Is that all right?"

"It certainly is. See you then, Tim!"

Annie and Tim linked arms and made their way back to his car. When they got seated and buckled in, Tim paused before starting the engine. He turned to Annie and asked, "Does it bother you that I asked Kelly out tomorrow night? She just sounded so excited about the prospect of getting out and going dancing."

"Of course not. Kelly can do whatever she wants and so can you. I just wanted some company tonight and you made me feel very comfortable at your house. I liked that you looked at me so much and you were such a good sport about how I teased you. Hope that you didn't mind too awful much. It all made me want to know you better."

"I am glad you do. You intrigued me as well. If I can be frank with you...".

She hesitated a second before saying, "Sure. Go ahead."

Acknowledging her consent with a nod, Tim said, "You had me hoping that it wasn't all teasing." Tim swallowed hard, hoping that he didn't just put his foot in it.

For her part, Annie gazed into his eyes for a moment, then leaned between the seats. As her face neared his, she raised her left hand to the back of his neck and pulled his lips to hers. The kiss started soft and warm. The gentleness of it was more like floating than kissing. As the kiss lengthened, she increased the pressure, finally opening her mouth slightly, darting her tongue out to touch his lips. He responded in kind, flicking his tongue out to meet hers.

She released his neck and broke the kiss. Again she gazed into his eyes. Then she said, "No Tim. It was not just teasing. I think I want you, but I need to spend time with you first. I hope you don't mind."

"I don't mind. I confess that I would gladly go upstairs to bed with you right now, if you wanted, but I would prefer to know more about you too. All of the conversation that I heard were mostly shop talk. Hope you don't mind if I'd like to hear more on a personal level."

"Just makes you feel better to me, if you want the truth. It's easy to find somebody to have sex with. It's much nicer and more difficult to find someone that wants to spend time getting to know you as well. Thanks for understanding. No one has been this good to me since Louie died. It seems most guys can't see passed my chest."

Traces of sadness briefly shown in her face, but she quickly brightened and said, "So are we going or not?"

Tim grinned at her and started the engine. Annie navigated their way to The Willows. As they left the car and headed for the front door of the establishment, Annie explained that this was a place she and Louie, her husband, had discovered a few months before he was killed. Again, her face betrayed sorrow but rebounded to brighter spirits.

When they entered, they were suddenly engulfed in the romantic light of candles. The atmosphere was one of utter romance and sensuality. The foyer was finished in rich wood grain walls studded with three hurricane lamps on each side. White candles burned in them, flames dancing in the soft ventilation that carried a touch of vanilla incense.

Beyond the foyer was an area of tables and booths. All of the seating accommodations were sized for two occupants only. The tables each had two plush high back chairs. The two walls adjoining the foyer were lined with booths. The booths had only one bench and clear floor space on the opposite side, presumably for the wait staff to use to avoid reaching over one occupant to serve the other. Backing this space was a partition high enough to prevent prying eyes from peering over from the next booth. About half of the seating was taken.

Across the dining area from them was the dance floor. The dim light on the dance floor lent a romantic air to the scene of dancers embraced as the soft music played. The quality of the sound system was perfection. It would never be flaws in the music that broke anyone's mood on the dance floor. Music poured over the dance floor from speakers in the ceiling. The music itself was slow, melodious and pleasingly arranged. The sound system must have cost a fortune. The sound quality was incredible. It drew you into the mood of the place.

Nor would the shuffle of slow dancing feet disturb anyone. There was a soft, maroon carpet on the floor to muffle the sounds of shifting feet. Tim could well understand why couples would pick this place to dance some time away. The whole setting catered to their romantic pleasure.

The one remaining wall, to the right side of the dining area housed the bar. Aside from the candles safely distributed around the dining area, the soft lighting behind the bar was the only illumination within the dining and dancing area. Harsher lighting was visible through two small serving ports in the wall at the right end of the bar. These provided access to and from a small kitchen that prepared light foods for those inclined to nibble.

After having quickly taken all of this in, Tim turned to Annie to take her jacket. He hesitated because the look on Annie's face was one of uncertainty.

"Are you okay, Annie?"

"Yeah. It's just that I haven't been here since Louie died and I feel a little shaky."

"Do you want to leave? We can go somewhere else or just call it a night, if you wish."

"It's really sweet of you to let me duck out if I want, but I want to be here. It'll be okay."

Waiting a moment longer for her to set her mind, Tim stepped behind her and started to take her jacket from her shoulders. She flinched as though not expecting it, then shrugged her way out of the jacket. He took her jacket to the cloak room.

She had turned to face him as he returned. She was stunning. Her outfit started with a satin blouse of a rich blue color. A bare gold zipper, topped by large ring, provided an glittering accent for the blue sheen of the blouse. The neckline plunged deeply between her breasts, revealing luscious cleavage topped by an elongated "O". Without the sports bra she had been wearing at his house, those generous breasts of hers were jutting out tantalizingly. They rode high and set like two firm mounds pressing against the thin blouse.

The tails of her blouse were tucked snugly into tight-fitting knee length skirt that had a thigh-high slit on the left side. The black satin skirt covered black nylons that seemed to shimmer in the dim light every time Annie shifted her stance. Black patent leather low heels finished off Annie's outfit. She was a vision. With her slouch banished, her stunning body was presented to its best advantage.

When Tim reached her, he said, "You look absolutely wonderful."

To his surprise, she embraced him giving him a kiss on the cheek and said. "Thank you, Tim!"

With that, she turned and lead him to a booth. Tim seated her first. Before Tim could seat himself, a waiter approached their booth. He waited while Tim got settled, then asked if they would care for drinks or would prefer to see a menu. Annie ordered a martini. Tim told the waiter that he was only twenty and was the lady's designated driver for the evening, so he would have a cola.

The waiter nodded, mentioning the wisdom of D.D.'s and headed for the bar. As the waiter left, Annie hooked her arm through Tim's and leaned her head on his shoulder. Tim was going to ask if she was okay, but decided to leave it alone for now. He thought she might still be wrestling with her memories and he didn't wish to intrude. 

The drinks were delivered with a courteous bow from the waiter who then disappeared without a sound. Annie lifted the olive to her lips and nibbled it into non-existence. She lifted her glass in salute and said, "To tonight." Tim returned the salutation and sipped his cola. Annie tipped back half of her drink and gingerly returned the glass to the table.

They sat and talked for forty minutes or so. In the process, Annie had consumed two more martinis. Her talk became increasingly familiar and took on sexual overtones that had Tim fantasizing about her more than before. After the second martini, she began casually slipping her right hand under her left collar to absently rub at her collar bone. The gesture had the dual affect of pulling the blue satin fabric tighter across her visible nipple and displaying more of the roundness of the top of her left breast.

It was having an affect on Tim and he wished he could tell if she was doing on purpose or was as oblivious to it as she appeared. Oh, to be a mind reader sometimes.

Annie asked if Tim would care to dance. Tim said gladly and escorted Annie to the floor. It occurred to him on the way to the dance floor that it had to be a man who decided that ladies go first. He was probably an assman and just liked the view. If pressed, Tim would have to confess that at the moment, he was doing the same thing. And that skirt hugged every curve of Annie's ass and flowed with every muscle movement. The waist band fit snugly to a smallish waist over nicely flaring hips.

Weaving her way through the dancing couples, Annie worked her way to the center of the dance floor, then turned to step into his arms and they began to dance. It felt marvelous to hold her near and feel her fit her body to his. Those luscious breasts of hers pressed into his chest more insistently than Tim expected, confirming the firmness her jutting breasts suggested. Tim hoped he would get the chance for a closer appraisal. As it was, Annie's left breast was pushed out from between them and had molded itself to the upper part of his right arm which was holding her close. It felt like a small piece of that heaven Tim had contemplated earlier.

Annie's hips were also pressed firmly against Tim's tall frame. She had positioned herself so that her right leg was wedged between his legs. There was no sexual pressure in her closeness, but the intimacy of her body so entwined with his made it hard to ignore her desirability.

She danced with him, her head on his shoulder, for more than an hour. Tim was truly in heaven, enjoying the tender pleasure of her body while music with melodic sensuality woven through every arrangement cascaded over them from the speakers above. Tim could understand why it was a favorite of many couples. The atmosphere was just perfect.

Annie lifted her head suddenly and gazed into his eyes all the way through one song. She said, "They'll be closing soon anyway. How about we leave now and avoid breaking the mood by being asked to go?"

"That sounds a lot more pleasant. Let's go. I'll get your jacket."

With that they wove their way off of the dance floor. It suddenly dawned on Tim that he had been completely unaware of the dozen plus couples that were still swaying on the dance floor while in Annie's arms.

When he retrieved Annie's jacket, Tim took it and was about to step behind her to help her on with it when she turned, keeping him in front of her. She wanted him in front of her while he helped with her jacket. She moved her arms back to have the jacket slid up her arms. In so doing she stretched the material of her blouse and the zipper just short of their limits.

Aside from the tantalizing view (she watched his eyes drop to her chest and drink in the sight), this forced him to move very close to her to drape the jacket around her and move it low enough to get it on her arms. While she was putting her hands in the sleeves, Annie cocked her head and gave him a very warm kiss. If Tim hadn't already been thinking intimate thoughts about her, he would have then. The kiss lasted long enough to get her jacket on. She broke the kiss, turned slowly on her heel and headed for the door saying, "Let's go home."

Tim followed her out the door and walked with her back to his car. When he opened the car door for her, she sat and made a point of bringing her legs into the car with as much of a show as she could manage. She smiled when he swallowed hard and closed her door. Tim rounded the car got in and started the engine.

"Tim. In case you are wondering, nothing has been a tease since we left your house. It has all been meant to excite you and make you want me. Please understand. I don't want just sex. I want you to make love to me. Do you understand the difference?"

"Yes, I do.", Tim answered truthfully. "You want to feel an emotional tie too. Not just the lust. Is that about it?"

"It sounds like you understand a great deal for a man of your tender years. Could you be a lover, as well as a friend?"

"I felt like your friend before we left my house. Will that do?"

"Yes it will. Tim, please take me home."



Needful Ch. 03



Tim put the car in gear and drove back to Anne's house with his right hand resting in her lap, clasped in her interlaced fingers. When he brought the car to a halt in front of her garage, Anne pulled his hand to her lips, giving it a soft kiss. Tim pulled her hand to his lips and gave it a kiss as well, but Tim held it just long enough to add a sensuous nibble. Anne's lovely lips smiled at him.

They adjourned to the house and headed upstairs to her suite. She told him that each of the five women living in the house had her own suite that included a large bedroom, a small sitting room, a full bath with a whirlpool and a kitchenette with a breakfast nook.

Tim told her it sounded more like a whole house. She said it just about was, but that they all had access to the common parts of the house that included the game room, kitchen, laundry and utility rooms downstairs. It was a great place and the only way any of them could afford it was by sharing the expenses.

She loved this place. Anne said the other girls had invited her to move in after Louie died. One of the other girls worked at her office and knew she needed a haven to hide in for a while. They had been very good to her.

She led him to the sitting room and invited him to sit on the couch while she got some drinks. The furniture was very comfortable. He relaxed as Anne poured two glasses of iced tea and returned the pitcher to the small fridge in the bar.

Tim watched her move as she brought him the tea. She was making a show of it. Not blatant, but sensual.

"You are the most beautiful woman I have ever seen," he breathed.

She approached and stood in front of him to hand him his glass. He noted that she had placed her feet so that his left foot was between hers and was pressing her knee against his. He set his glass on the end table, took her glass and set it aside as well. Taking her hands, Tim gently pulled them to his lips, causing her to bend over him.

He kissed both of her hands then looked up into her eyes. In so doing, those luscious breasts came into view. Her breasts hung in their full glory before him. Her eyes were pleading. Tim kissed her hands again. Anne knelt between his feet and leaned forward, resting her head on his chest.

Tim felt all of her that he could reach. His knees hugged her hips. His groin pressed into her belly and his stomach luxuriated in the feel of her breasts. Her head lay just below his chin. Her hair smelled clean and fragrant. Tim gently stroked her hair and marveled at how beautiful this all felt.

His cock began to stiffen as the warmth of Anne's body on his aroused him. He began to massage Anne's back and was rewarded with sighs of pleasure. A few moments later, Tim became more bold and pulled her blouse from under her waistband and continued the massage on her bare skin. This elicited more approval. He kissed her hair as he rubbed her back. Anne let this go on for a few moments, then straightened up.

Tim feared that she was cutting things short, but she told him to turn and lean back against the arm of the couch. Anne chuckled at his efforts to keep his shoes off of the couch. She put him out of his misery by kneeling again and removing his shoes, then pushing his left leg against the back of the couch. The first item of clothing had been removed and Tim hoped more would follow.

"There. Now stay like that so I can sit between your legs," she suggested.

Tim complied and was rewarded by the sight of Anne's derriere pointed at him while she lowered herself between his legs with her back to him.

"Could you continue the massage?" Anne asked.

More than willing to do so, but reluctant to be too bold right away, Tim started a scalp and facial massage. Anne started to say something, then said nothing as she enjoyed the light caresses and fascinating sensations in her facial muscles. Thinking that she had wanted him to be rubbing something else, Tim moved on quicker than he had wanted.

His hands traced a leisurely pattern that worked its way down to Anne's neck, then her shoulders. Tim held his breath as he then lowered his touch to her chest and to her breasts. She stirred noticeably, her breath increasing ever so slightly. Tim let his hands continue to her stomach. Anne took his wrists and moved his hands back to her breasts. Taking the hint Tim massaged her breasts briefly then abandoned the massage in favor of plain sexual stimulation.

Cupping each breast in a hand, Tim squeezed them through the satin blouse and marveled at how they overflowed his hands. His cock was now hard and digging into Anne's back. She squirmed, further stimulating Tim's cock. Taking bolder steps, he released her breasts and unzipped her blouse as far as her waist. The front of the blouse was still tucked into her skirt and Tim left it that way.

But he did pull her unzipped blouse to her sides and gave her breasts his full attention. Again Tim cupped her breasts and squeezed them. He pressed them together and loved the sight of the accentuated gaping cleavage. She moaned as Tim pressed them together. Tim flattened his palms and lightly brushed them over her nipples and was rewarded with a sharp gasp from her that said Tim had hit a nerve. The intake of breath caused her breasts to press into his palms.

Tim took both nipples between his thumbs and forefingers and rolled them slowly. Anne's breath now became more rapid. Her chest rose and fell more sharply, giving him a visible reward for his efforts.

Tim turned his head to whisper in her ear. "Anne, you're gorgeous and I love watching your body respond." As he spoke, she tensed, grabbing his knees. Suspecting that her ears were sensitive, he started tonguing her left ear.

"More!", she breathed.

Tim whispered how lovely her body was and again tongued her ear, more deeply this time. She responded dramatically. She crushed his hands to her chest, forcing him to stop rolling her nipples. One of her nipples was caught between two of his fingers. Tim move it between his knuckles and began rubbing the breast back and forth, sawing at the nipple. Anne arched her back, turning her face to his, kissing him wetly. Tim responded in kind and treated her breasts more roughly as she seemed to want.

Indeed she did want it. She surprised Tim by having an orgasm from just the breast play and lingual treatment of her ear. Tim watched as her body spasmed, curling slightly. As the contractions passed, Anne leaned back against him. She turned her face to him again and smiled weakly.

Taking a moment to collect herself, Anne stood and turned to face him. Looking him in the eye, she used both hands to reach under her skirt and, surprisingly, pull her panties down her long, lovely legs. With her blouse pulled wide apart, Tim got another inspiring view of her tits both as she bent to drop her panties and as she stood again. The surprise of seeing her panties come off and her stockings remaining in place set his mind to considering the possibilities. Pantyhose were out. And her skirt was too revealing of what lay beneath for there to be a garter belt with the attendant straps.

Anne halted further contemplation by reaching for the button and zipper at the side of her skirt and dropping the garment to the floor. Before Tim stood this gorgeous woman in an opened satin blouse and crotch-less garter hose. So much for any thought that she had just been teasing him. She then took hold of the collar of her blouse and removed that as well, dropping it to the floor. Her breasts bounced and swayed with her movements.

Reaching out to him, she took his hands and pulled him to his feet. As soon as he was standing, Anne began to undress him. Tim started to help, but she playfully batted his hands away. When she had unbuttoned his shirt and pulled it from the waistband of his slacks, she moved in close and kissed him wetly while she pulled the shirt off of his arms and dropped it to the floor. Without breaking the kiss Anne reached between them and unfastened his pants and pushed them down his hips, sending them to the floor. Without hesitation, Anne slipped her thumbs inside of the waistband of his briefs intent on sending them to the floor as well.

As she lowered herself to push his shorts to the floor, her face came level with his cock. Shocked at it, she stumbled back and fell on her rump. She stared at the cock before her. Seeing her not move for a moment, Tim finished the job of undressing himself. When Tim was naked, he turned to her and watched her eyes drink in the sight of his half rigid cock. She pushed herself off of her backside and crawled toward him, not taking her eyes off of his cock. While she watched his cock, Tim reveled in her swaying breasts as she slowly move toward him on all fours, still mesmerized by the sight of Tim's large organ.

When she reached him, Anne lift her right hand and tentatively wrapped her fingers around his cock just behind the glans. Due to her own stature, her hand was long enough to completely encircle his organ. Slowly, she began to stroke the length of his cock. The friction of her light touch was enough to stiffen the organ further. As she brought Tim to a full erection, she moaned softly. She looked up at his face, then back at the head of his cock. Moaning again, she brought her mouth to the tip of it and moved to engulf him.

Anne had no trouble with the thickness of the organ, but she did have a problem when she tried to force it all down her throat. She became upset and whined, "I can't get it in!".

"Who said you had to?" Tim queried. "Please, Anne. Don't make an issue out of it. There isn't anything that you have to do to me or with me or for me. Just relax and enjoy. Let it happen; don't try to make it happen."

With that, Tim bent down to her, took her by the arms and raised her to a standing position. Tall as Anne was, standing this close, his erect cock still pressed against her belly, just above her navel. She was more torso than leg, although, her legs were long too. She looked down at the stiff flesh poking her belly and shook her head.

Wanting to hold her, Tim bent his knees slightly and pushed his cock between her legs. The top of his penis rubbed against her vulva. Tim could feel her wetness. She moaned as the hard flesh caused her nerves to tingle. Tim took her in his arms and kissed her gently. Her kiss was more insistent than his. Her hunger ignited faster than his. Anne's arms moved from his waist to his neck as she gave him a bruiser of a kiss.

Tim's hands moved to the globes of her ass and grabbed hard. Anne thrust her pelvis into his, raking the top of his cock with her pussy. Tim lifted her by the ass, pulling her cheeks apart. Supported by Tim's hold on her ass, Anne raised her legs to circle his waist. With her left hand, she reached down between them and guided the head of his cock to her opening. She lowered herself, groaning as she slowly impaled herself on his cock. Anne's eyes were closed and she was biting her lips as she concentrated on feeling every inch of Tim's organ as it stretched her pussy.

For his part, Tim felt her tight vagina making his cock's entry into her so difficult. She was half way down his pole and he started expecting to hit bottom. It surprised him to feel her continue sliding more of his cock into her. To his wonderment, he felt her vaginal lips come to rest against his pubic bone just as he felt the tip of his cock begin to press at her cervix. Anne gasped as she let herself settle on his pole and his cock head pushed at her uterine opening.

This was a new experience for both of them. Tim had never been able to insert the full length of his cock into any vagina. Not that there were that many, but it had long since been obvious to him that his size would forever be a problem in that regard. And now, here was a woman who could take all of him and seemed in ecstasy for having done so. Tim truly felt like he was in heaven.

Her eyes were closed and she had broken into a sweat. Tim asked, "Are you all right?"

"God, Tim! I'm more than all right. No one has ever filled me like this. You're touching every part of my pussy and I am sitting on a wave that will soon break. Oh God, Tim! It 's coming, it's coming!"

With that she convulsed, hugging his neck tighter for better support. Anne clutched herself to him as if hanging on for dear life. The orgasms wracked her body for long minutes. The intensity of it scared Tim. As it subsided, Anne raised her head and looked into his eyes. Her eyes, glazed, as if drugged, searching his face a moment.

"Take me to bed, Tim."

Reluctantly, Tim lifted her off of his cock. Anne shuddered as she felt his still engorged cockhead retreat from her cervix. Tim bore her into her bedroom and headed for the bed within. Lowering her, Tim let her slip from his grasp as she came to rest on the edge of the bed.

Standing again, his cock wavered before her. Still in awe of its size, Anne took it gently in her hands as if to reassure herself that what she had felt was real. Once certain, she leaned back and scooted back from the edge of the bed. Laying back, Anne raised her arms toward him.

"Come love me, Tim. Please?"

A warm smile crossed his lips and Tim laid down next to her. Propped up on his right elbow, he caressed her skin. he soft, smooth texture was intoxicating. Tim began with her shoulders, drawing lazy circles that roamed her upper chest and throat. She closed her eyes and sighed.

His touch became firmer as Tim moved down to her breasts. Anne's breathing immediately quickened. She reached down for his cock, pulling him toward her. Tim rolled onto her, placing his cock between her legs. The tip of his meat slid over her vulva and came to a stop pushing into the crack of her ass. This elicited a gasp from her. She grabbed his ass and pull him tighter to her, pushing his cock head further into the cheeks of her ass.

Tim started kissing her face, moving in erratic patterns to tease her senses. Anne began to laugh, trying to kiss him back. Ducking her kisses, Tim lowered himself on her to taste the firm mounds on her chest. As Tim kissed them, Anne pressed her breasts together to raise the nipples closer to his lips. Tim obliged by licking her right nipple, then sucking at it. Both of these had the affect of making her already rapid breathing ragged, throaty, lust-filled.

Seeing that her breasts were so sensitive, Tim rolled Anne onto his body. Anne raised herself up and straddled Tim's stomach. Her position left Tim's ridged cock laying up against her backside, almost to her waist. She rocked her hips, shivering as his cock slid between the globes of her ass.

Placing her hands on his chest, Anne raised herself fully upright, savoring the friction between her cheeks. With her eyes closed, Anne seemed to lose herself in the pleasures of having a cock at her backdoor. Tim swore, that as big as he was, she was about to impale her ass on his cock. The look of erotic distraction on her face, the struggling breath and the clutching of her ass cheeks at his organ all suggested that she might want anal sex.

"Mount me," Tim said. Tim didn't know if she would try to take him in her ass or not, but it didn't seem likely without lubrication.

"Um-hmm," Anne breathed. Whatever she was thinking about, she was in a near dream-like state over it. Raising herself up, she reached between her legs and encircled his cock with her long fine fingers. Anne slowly raked her ass with his cock, then brought it to her vaginal orifice.

Ever so slowly, Anne eased herself down on his shaft. Every inch of the journey brought moans or gasps from her throat. She shuddered continually as she neared accepting his full length. When she reached bottom, she sat bolt upright on him and hissed her pleasure at being so filled. For long moments, Anne just sat on Tim's cock, not moving.

For his part, all the while she was impaling herself and savoring the pleasures of being filled to her depths, Tim admired and caressed her breasts which swayed and bounced above him so tantalizingly. With her hands on his chest, her arms squeezed her breasts together, making them bulge all the more enticingly.

She responded more quickly, as his hands progressed from gentle caresses to firmer and more demanding kneading of her breasts flesh. Her nipples hardened and grew surprisingly. Cupping the full weight of her breasts in his palms, his fingers simultaneously pinched and rolled her long, turgid nipples. Anne lifted her right hand from his chest and pressed his right hand harder into her left breast. She whimpered her delight as Tim took the hint, crushing her tit hard into her chest pinching her nipple sharply.

Anne convulsed into another orgasm, rocking fiercely above Tim. Returning both hands to his chest, Anne began to raise and lower herself on his cock. The rush of air between her teeth and her constant shuddering spoke volumes about her pleasure. Releasing her left breast, Tim moved his right hand to her ass. Tim wanted to know if there was more interest in anal attention than just the previous cursory grazing with his hard cock.

Tim used his fingers to seek out her anus and was rewarded with Anne's orgasmic contractions clutching firmly at his cock. Tim could feel the uterine opening spasming against his cock each time she sank to his groin. Her orgasms continued while she sought to crush his hips beneath her. It was becoming hard not to join her in orgasmic bliss. Tim felt his loins begin to boil over.

"Oh, Anne. I'm going to cum. Get off of me!"

"No! Fill me! Fuck me hard and give it to me!"

On the assumption that she knew what she was saying and his own desire to remain ensconced in her velvet warmth, Tim did as she bid him to do. His pumping hips thrust faster and harder. Tim pounded back at her. She went into a frenzy. Anne doubled over on him and screamed. Tim screamed back at her as he blasted his ejaculate into her. Her scream faded, becoming a lust-filled moan of satisfaction.

Tim let her collapse on him, then rolled her to the bed. Tim cuddled her, giving her time to recover. Anne snuggled against his chest, bringing her arms up between them, cupping her hands together, making her look very much like a little child bundled up in a parent's arms. There was both exhaustion and serenity in her expression. It made Tim feel very proud and happy to have brought this feeling to her.

Anne's body returned to a peaceful condition. She opened her eyes and gazed at him in a way that unnerved him. While her expression was serene and loving, there was the look of a new resolve in it.

"Tim. That felt so good. Louie never made me cum like that. He wasn't near as big as you, either. Would you understand if I wanted more of you? If I wanted to see you again and again?"

"I guess it would be hard to say I didn't understand. My experiences aren't that many, but I haven't seen anybody cum as hard as you did just now.

"And if I may confess something to you, I have never had my whole cock...Sorry! I mean penis fit in a woman before. You gave me a first that was absolutely wonderful and I further confess that I'd like to have you again. So I think we are about even on that one."

"I guess we are. And by the way, that is not a penis; THAT is a cock!" Anne chuckled. With that, she snuggled closer and wrapped her arms around him. She nestled her head into his shoulder. Her breasts poked firmly into his side. Her nipples were still stiff enough for him to feel them protruding from her luscious mounds.

His blood quickened again and his penis began to expand from the titillation of her nearness, her perfume, her idle movements as she hugged him. Tim felt her right arm move from his side and venture toward his cock. Her fingers came lightly to rest on the base of his organ and slowly encircle it.

His cock twitched in response to her gentle ministrations. She sighed softly as the object of her desire rose to her summoning. She eyed the cock that had given her hope that she could again find happiness in sex, if not love. But this man with her had been a real sweetheart all night long. She was only three years older than him. A part of her hoped there might be more than just sex, if she gave it a chance, if she didn't push him too hard.




Needful Ch. 03



For the moment though, she wanted to feel that lovely manhood within her body again. Rising, she curled her upper body over his and brought her head to his groin. She lifted his cock and circled its head with her lips. The smell of their mingled juices on him brought renewed passion to her body. She determined to take as much of his meat in her mouth as she could.

She lowered her head, taking more of him, getting used to the length slowly. Her attempt to gradually accustom herself to the feel of him filling her mouth began to take affect on him. She both heard and felt his breath become more rapid. She felt his hand begin to wonder over her back. He tantalizingly dropped his caress to her backside.

To encourage him, she clenched her ass when he touched it. She felt rewarded when he progressed to probing between the smooth globes of her ass to the orifice there. This was the one thing that Louie had been reluctant to do, and she did so delight in having her ass played with. They both moaned continually as the mutual attention fired their desire.

Tim wanted to taste her. She was driving him crazy with her mouth and was near to swallowing all of him. Her oral attention was more than he could have hoped for. He squeezed her ass one more time then pulled her hips toward his head. She resisted at first, then let herself be positioned over him. He returned her loving, gently at first, then eating her with greater and greater vigor. His efforts were rewarded with moans coming faster from her throat as he probed more deeply with his tongue.

In her new position, Anne found that it was easier to accept the whole of his cock into her mouth and throat. She exalted in conquering this monster, driving her passion higher. And Tim was pleasing her greatly in return. She reveled in the feel of his tongue in her. Presently, there was more to fire her.

Anne felt one of Tim's hands caress her buttocks with increasing pressure and lust. His other hand was, at the same time, kneading her left breast. Both hands were insistent and passionate in there touch. The hand on her breast became forceful, just short of hurting her. Her lust soared at the command he took of her.

More gently, but just as inspiring was the feel of Tim's finger finding her anus. He tentatively probed the opening, not sure this was something she would welcome. She reassured him by raising her ass into his probing digit. He pushed deeper into her rectum. She had to release his lovely cock from her mouth as her passion rose to the precipice. His lips sucked on her clitoris. She could take no more.

She shuddered violently as all his ministrations tortured every nerve. Anne rocked, shaken by the intensity of her orgasm. She wrapped her arms around Tim's hips, turning her head to cradle his cock in the bend of her neck. She stayed this way as wave after wave corded the muscles of her body. A physical paradise whirled inside of her, wrenching pleasures from every contraction that took her.

Tim eased off his attentions as if gently lowering her from the clouds of her ecstasy. She felt quakes, followed by tremors, followed by ripples. The descent from the heights was its own orgy of sensation. Closing her eyes, her mind focused on each tingle, each spasm, strong to weak, and drank deeply of each eloquent shiver.

She felt the still rigid cock against her neck and cheek. She considered its size and how Tim had made her ass feel. Rolling off of Tim, she rose from the bed, stepping to the night table. Opening the second drawer, she picked up the tube of lubricant next to the dildo and turned back to Tim. Stepping back to the edge of the bed, she reach a hand to Tim and pulled at him to stand.

He stood; she sat on the edge of the bed. Anne silently handed Tim the tube of lubricant and turned around, getting on her hands and knees. She turned her head back to see Tim squeezing a small mound of the gel into his hand. She watched, mesmerized, as he slowly, teasingly coated his massive cock with it.

Looking up at his face, she saw no leering smirk, no self-satisfied smugness. There, in his eyes, was only passionate wonder. She was not being exploited by him. He was not making a conquest. She was being loved as much out of fondness as lust. Her heart swelled at the feeling. Emotion mingled with passion and her heart soared.

Turning her face forward again, Anne lowered her shoulders to the bedding, stretching her arms out before her. Her pose was one of supplication. Tim saw her breasts press out from beneath her ribs. Her mounds were magnificent, he thought.

Stepping into her waiting form, Tim held his cock, rubbing the lubricated head through the cleavage of her buttocks. Anne shivered at the sensation. She savored the gentleness with which Tim proceeded. He spent minutes lubricating her anus and probing the entrance with his fingers. He waited until he felt her relax. With caution, he placed his cock head at Anne's anus and gradually increased the pressure. Entrance was slow and Anne gasped and clutched at the bedclothes to vent the stress. Tim let up, beginning to withdraw.

"No," Anne cried. "Take me. Please!" She moved her knees forward on the bed, lowering her hips, spreading her ass further.

"Are you sure about this, Anne?"

"Yes. Please take me in the ass, Tim." She did not attempt to provoke lust by shaking her ass at him. Instead, she turned her face to him and looked pleadingly, lovingly into his eyes. Tim relented, pressing forward again. She felt the same gentleness as he attempted to entered her again. She reached for her buttocks, pulling the globes apart. Her anus opened the smallest bit further with this last effort. Tim centered his cock head on the aperture and pushed in.

Both lovers were rewarded with the sensation of his cock breaching her sphincter. Anne groaned at her success and pushed back at Tim's cock. She heard him groan as well. She felt him pull more firmly on her hips as he thrust slowly forward. She was filled in a place never before penetrated. It was delicious. Tim probed deeper into her rectum. Anne began to go wild. She reached beneath herself and played with her clitoris. She pounded into Tim's thrusts, taking as much of him as she could. The backdoor stuffing and her own masturbation sent her into another series of convulsive orgasms.

Anne's long, lean body corded, the sexual peak robbing her of mobility. For moments she didn't move as her pleasures washed over her body. At length, her locked muscles slowly relaxed. Anne extended her arms out in front of her and began to slide forward, straightening her body across the bed. She looked as though she were gliding through water.

Tim, not yet relieved of his ardor, lay forward on top of her, keeping his cock embedded in her. Her changing position tightened her grip on his cock. He gasped and began pumping her ass as his sensations ushered him toward his own release. Anne encouraged him, tightening her buttocks in time with his increasing pace. Tim strained as he peaked, burying his cock as deep as it would go in Anne's rectum.

Anne felt Tim's cock spit into her ass and groaned, "Yes, yes, oh God YES!" 

Tim collapsed, dropping his weight entirely on Anne's long back. He rolled to her side and slowly ran his hand up and down her back, from the nape of her neck to the delicious curve of her ass. She sighed at the gentle touch and snuggled against her wonderful lover. Shortly, they were both asleep.



Needful Ch. 04



Anne stirred, aware that she was alone in her bed. The glow of daylight framed the curtains, telling her that hours had passed since she had fallen asleep. Disappointment rose like bile in her throat.

"Damn him!" she muttered.

"What did I do?" Tim asked.

Anne jumped, turning to the sound of Tim's voice. Looking into his eyes, she tried to read his expression. Concern etched lines in his forehead and narrowed his eyes. She took a moment to be sure.

"What did I do?" he repeated.

She dropped her head in embarrassment. "I thought you'd left without waking me to say good-bye. I'm sorry."

"That idea bothers you?"

"I'd wanted to wake up in your arms. Or, at least feeling you near me. It's been a long time since I felt the warmth of a shared bed," she confessed.

Tim rose from the chair near the bed and joined Anne under the covers. His arms encircled her waist, pulling her close. She draped an arm over his shoulder and pulled herself close to him. Her nipples tingled deliciously as she pressed them against his muscled chest.

"Mmm! Thank you," Anne sighed, snuggling closer. The warmth was a tonic for her lonely nights. She wished she could keep this marvelous lover for a while. She let that thought drift away as the hint of desire spread from her nipples to the flesh of her loins. Giving the urges manifestation, she reached up to Tim's lips and kissed him firmly. Her belly felt the first swelling of his cock. He returned the kiss and his cock grew harder, larger.

She brought a hand to the stiffening flesh and said, "Does this mean that I am not the only one who doesn't want you go right away?"

Tim moved his lips to Anne's ear and whispered, "I was sitting, watching you sleep and wanted to wake you and make love to you. But I didn't know how you would take it."

In answer to his courtesy, Anne gently thrust her hips into his. Tim slipped his tongue into her ear and felt her thrust gain force. Renewing their kiss, their hands explored each other with the passion of new lovers, seeking to please. Sensitivities noted the night before were explored and expanded upon as they both sought to fulfill each others desires as well as their own passions. The frenzy came upon them quickly as hands, lips and tongues aroused their loins.

Anne took control, rolling Tim on his back and straddling his abdomen. Bracing herself with a hand over each of Tim's shoulders, Anne slowly slid her hips down his belly, until she felt that lovely erect cock cradle itself in crack of her ass. The whole time, her eyes were boring into his, commanding that he meet her need. He did not fail her.

His hands caressed, petted and kneaded her swaying breasts as they hung heavily over his chest. He sensed her lust's increases, as he used greater pressure and aggressiveness in mauling her globes. Anne's reaction was to raise herself up and impale herself on his cock. She flinched as she slammed down on his groin with one passion-fired thrust. She gloried in being filled as she had never before been filled by a man's cock.

With her vagina ravaging his organ, Tim felt he was on top of the world. The frantic humping ignited his desires further. The almost brutal handling of Anne's breasts, which she encouraged lustily, fed an inner hunger of his own. He marveled at their size, their firmness and the energy with which they rebounded off her chest as she humped his cock. He added his tongue to the ministrations applied to Anne's bounteous tits. Anne began gasping, muttering and crying out for more.

Tim wasn't comfortable with the level of cruelty that Anne begged of him, but he answered her pleadings, finding it exhilarating to feel such power over her body. Yet he wondered who was really in power here. He sensed Anne was. He answered her every demand or plea with an increasingly violent passion of his own. It scared him. It excited him.

Anne's passion broke upon her abruptly. She caught herself with Tim's cock head just inside her vaginal lips. It pressed against her clitoris, twitching, ringing an alarm in her. Spasms locked her there, holding the magnificent organ in her sex, triggering wave after wave of pleasure. She devoured every sensation, dowsing her frenzied passion in the exquisite release radiating from her loins. Moments later, she collapsed on top of Tim, still feeling his organ within her.

Tim slowed his hips to a gentle rhythmic thrusting. His right hand rose to Anne's head and began caressing her hair. She sighed and relaxed, letting the satiation flow throughout her body. Months of frustration were succumbing to the generous attentions of her lover. More peace was found here than just release from sexual frustration.

With her sexual hunger sated and an inner peace realized, Anne returned to the moment, feeling Tim's hard cock slowly riding in and out of her. Sitting herself up again on his cock, Anne watched Tim's eyes follow the shifting mass of her tits as she rose.

"Tim. You seem to like my breasts," she stated.

"I would be crazy not to. They are so full and round and firm. And I loved how touching them turns you on. How could I not love your tits - I mean breasts?" He blushed at having used the move vulgar term.

"It's okay to call them tits. This isn't exactly a formal setting you know. And just so you know that I have no qualms about such terms, let me ask you this. How would you like to fuck my tits with that beautiful cock of yours?"

He grinned and nodded agreement, thinking briefly of the view of his mother's breasts (tits?) in the vanity mirror, with her slim hand slipping between her own ample mounds while he pressed them together.

Anne rolled off of him, laying on her back next to him. She patted her chest, inviting Tim to straddle her body and place his cock in the desired crevice. He took in the sight of Anne's tits, splayed, yet still firm enough to stand proudly up from her ribs. She had a magnificent body. And Anne's breasts were the most pronounced manifestation of that sexuality. He loved what he saw. Shaking his reverie off, Tim rolled to a sitting position on Anne's body.

Anne, looking up at Tim's face, lifted her arms from her sides, cradling her breasts into raised mounds upon her chest, she grabbed his hips, she pulled Tim further up her body, causing his thighs to push her raised tits to stand higher still. They became small mountains pushed up to her collarbone. Anne's tits jiggled teasingly at every movement either one of them made. Releasing her grip on his hips, Anne cupped her tits and pressed them firmly around Tim's organ.

"Fuck my tits, Tim. Do it as hard as you want. You already know I like it rough on my tits. Fuck 'em hard." Her words became harsher as she spoke.

Tim, still aroused, placed his hands against the headboard and began to hump Anne's chest. It felt like warm, soft pillows to him. He had to stretch his senses to get the feeling he craved. This made it even more exciting. He had to focus on the flesh pressing against his cock. The pleasure increased.

"Harder," she urged.

His hips thrust more vigorously. He felt her hands press harshly into her tits, increasing the friction and sensations he experienced. His thrusts got harder still. His cock head bumped Anne's chin several times knocking her head back slightly. Tim looked down to see if he was hurting her, but Anne, seeing him look down at her, just growled, "harder".

Tim humped harder. He watched as Anne lowered her head, opening her mouth to catch his cock head at the height of each thrust. She gasped as the force of his loins and thighs struck her ribs. Tim grew feverish at the sight. Anne's tits bounced and jiggled with the onslaught of Tim's hips. At the top of each thrust, he felt and saw Anne circle his cock head with her mouth and suck it quickly as it withdrew from her lips.

Tim felt it coming. His muscles tightened. Taking his hands from the headboard, he crushed down on the tits that Anne's own hands were pushing up and together. Anne gasped, feeling her tits ignite from the squeezing and humping. She felt Tim's member stiffen between her sensitive breasts.

"Suck it!" he commanded. Thrusting twice more, Tim pushed his cock, straining for release, to Anne's face and poked at her mouth with it. Anne welcomed the large knob into her mouth and drank the creamy fluid as it jetted out of his cock head. He came to a stop leaning against the headboard. He felt Anne lick his cock clean while his breathing returned to some semblance of normal.

Shaking, Tim laid his body down next to Anne's. He said, grinning, "I think I should return the favor."

"What are you talking about?" Anne asked, looking suspiciously at him.

"You just ate me. I think I should eat you. What do you think, Anne?"

"I think I am too sensitive at the moment to handle it. That's what I think."

"Uh-huh," was Tim's only response. His next move caught Anne off guard. He rolled onto her and shimmied down her body. As soon as his swimmer's shoulders came level with her hips, he wrapped his arms around her shapely legs and locked his hands over her belly. He grinned up at her surprised face.

"No, Tim! Please don't! It's too sensitive right now. Please!"

"Just how sensitive is that, Anne?"

"It's just too much," she begged.

Hoping that her seeming penchant for discomfort had other aspects, Tim lowered his head and tentatively brushed his tongue over her inner thigh, then her labia. She shivered violently from his touch. His tongue stroked her lips again. Again she shook.


"No! STOP IT! Tim……!" she pleaded.

But there was response in her hips. Her lips pressed against his mouth, flattening her labia against his lips. He plunged his tongue into her as far as it would reach. Her pleadings continued, but their tone changed. Once Tim saw her body ignite again, he gave her pussy all the attention he knew how to give it. Oddly, they were things that his mom taught him.

Anne's hips began to ride his mouth with a ferocity that scared him a little. With Tim's hands holding her down, Anne took it upon herself to torture her own breasts. He watch in awe as Anne attacked her breasts with her fingernails and teeth, squeezing them harshly to raise them to where she could bite at them. It was, at the same time, frightening and tremendously exciting. After long minutes, Anne's body tensed and began a familiar dance of its own passionate release. The intensity of Anne's actions and responses amazed him.

He slid up next to her and held her while she smiled at him, tears in her eyes. He wondered if she ever feared the power of her own passion. Gently embracing her, Tim comforted Anne as her body eased back to a relaxed state. She rested against Tim's body, letting her body savor its rewards.

"You can be cruel. I asked you not to do that to me," she teased.

"I may be a bit cruel, but you're the one who seems to like a little torture in your love making," he countered.

Anne chuckled saying, "You have a point there. But you won't let my secret out, will you? Besides, I don't like it all of the time."

"It's a promise," he whispered. "I wouldn't know who to tell anyway."

They hugged each other tightly. Tim rose from the bed and headed to the bathroom. When he returned, Anne was sitting on the couch, half wearing a robe. "I guess you have to get going. Don't you?"

"I think I'd better. I've got chores around the house this morning, swim practice this afternoon and, unless you object, I have a date with Kelly this evening for some dancing. Should I cancel the date?"

"Kelly'd be crushed," Anne objected, looking torn at the same time. "She really has been stuck in a routine between home and work and needs to get out. I hope you don't mind if I ask that you don't go out of your way to encourage her to end her night with you the way I did. I can't say I have any right to ask that, but I feel a little jealous."

"Okay. I won't proposition Kelly," Tim promised. "But if she is as sexually inclined as her actions last night suggest, I won't have to say anything except 'yes' or 'no' when she propositions me. You saw what she did to me in the library last night, didn't you?", Tim fretted.

"Whoa, Tim! Don't go getting all defensive on me," Anne chided. "I didn't say you owed me anything. I just said I would feel a little jealous if you two climbed into bed together.

"And I do know how she can get. Kelly and I chat over breakfast a lot and she has told me stories about her adventures with the opposite sex. As you noticed last night. She is a stunner and she knows how to dress the part and play it when she sees something she wants. So don't strangle yourself over it if she comes on to you tonight. Okay?"

"Okay," he muttered uncertainly. "How about I just say that I'm not making any promises and let it go at that?"

"I can live with that, I guess," Anne stated. "But would you mind coming back to see me tomorrow, if you're up to it? Guess I feel the need for a little reassurance about your interest in me."

"Anne, I would be most happy to return and reassure you. In fact, if you like, I will come and knock on your door after I return Kelly here."

"Tim, I have no illusions about what you will be doing tonight. Maybe you could just call me in the morning and work something out then. All right?"

"Okay, Anne. But I know who I would rather spend a late evening with." With that, he kissed her lightly on the cheek and rounded up his clothes.

Anne watched as Tim's tall swimmer's body moved around to gather his clothes. She admired the grace and untapped power of his physique even as he did the mundane things involved in putting clothes on. Then she remembered how his cock felt inside of her. She truly hoped that she would see him again. If nothing else, she could catch him the next time she visited Helen.

Dressed, though looking disheveled, Tim return to stand in front of her. Anne rose and hugged her arms around his neck.

"Come back and see me sometime soon, Tim?" she asked.

"It's a promise," he smiled. "Or maybe I should make that a threat!", he laughed

He hugged her, kissing her, and they turned to head for the door. She stayed in the suite, telling Tim to just retrace his steps to leave by way of the game room door. As Tim coursed through the upper floor, he heard sounds from the different suites and wondered what the rest of the women here were like. If Anne and Kelly were a guide, he supposed that they had to be attractive professional types to get in the door. He chuckled as thoughts of a harem with him being only male around. Typical horny young male. He left the house by way of the game room, again letting his thoughts linger on the possibilities in its furnishings.

He climbed into his car and started home, suddenly worried about what his mother's reaction to all his shenanigans and coming home after sunrise. At twenty, Tim was pretty much his own master, but he was still living under his mother's roof and she could put her foot down, if she felt he was pushing it. He worried about what to tell his mother. He suddenly felt that no torture was worse than the anticipation of torture.

His fears about his mother's reactions were compounded by the sight of his mother standing in the front doorway waiting for him as he pulled into the driveway. Her hands-on-hips pose gave the impression of someone in a foul mood. He brought the car to a stop, sighed as he turned off the engine and prepared himself for her lecture. He was stunned to see a smile on his mom's face as he walked up to the door. Helen open the door for him as he approached.

"I hear that you had a pretty eventful night and morning," his mom kidded.

"How'd you find out so fast?" Tim asked defensively.

Helen struck a pensive pose, tapping her chin as she asked, "So how long did it take you to drive home from Anne's house?"

Not sure of the relevance, Tim said, "About twenty-five minutes or so, I guess. Why?"

"Do you know how much gossip can be passed over the phone in that much time?", Helen asked, smiling.

"You mean Anne called to tell you about everything we did last night?", Tim asked, somewhat shocked.

"And this morning too. Yeah, Tim. That is exactly what I mean. And she had a wonderful time and hopes that you really do intend to see her again." Helen cocked her head to the side peering into his eyes as if waiting for confirmation or denial.

"Well I was hoping that you wouldn't object if I did, but from the look on your face, I'd say you're pretty happy that Anne and I got together last night," Tim guessed.

Helen took Tim's hand and led him into the house. "As a matter of fact, I am happy about it. And for more reasons than one. I thought you wouldn't mind a lover who could handle your cock, as big as it is, and I knew that Anne just needed someone to be with. She has been very lonely and gets depressed about it now and then.

"In fact, it has been getting worse the last three or four months. I was afraid she might let her life get away from her. Thanks to you and your time with her last night, she sounded happier than she has in months. This may sound funny coming from me, but thank you for taking care of her."

She took him into the kitchen and began to fix breakfast. Tim watched her as she moved around the kitchen gathering the utensils and makings for a bacon and eggs breakfast.

"I guess it does sound kind of strange to have your mother tell you that she is glad you slept with an older woman."

"Watch it, buster," she chided. "Anne's only three years older than you." Helen chuckled to herself.

"Sorry," he continued, "but there is something peculiar about the whole thing. The more I think about it, the more I feel like I was set up. Isn't that what happened, Mom?"

Working at the stove, Helen shifted her wait to one foot, cocking her hips to one side, accenting the sexy shape under her robe. The affect was not lost on Tim, who felt unexpectedly horny this morning. After last night, it surprised him.

When she didn't answer his question right away, Tim added, "You know both you and Anne did little things to me the whole time she was here that sort of pushed her at me. First, there was that mugging in the living room, the kiss and the view down her blouse. Then there was the footsy under the table while we played cards. And then there was that 'good night' grope you pulled on me. I almost begged off the dancing with Anne to stay home and find out how serious you were with that proposition."

Turning the conversation away from his suspicions of conspiracy, Helen said, "Really! You would have taken me over Anne last night? That is so sweet of you to say."

Serving up Tim's eggs, Helen turned toward the table only to find Tim standing too close to allow the plate to get between them. Tim took the plate from her hand and placed it on the counter. He embraced her.

"Yeah, really. And I don't think I want to let it pass." With that, Tim brought his lips down to his mother's and kissed her. His hands began to fondle Helen's backside while the kiss lengthened. In spite of herself, Helen found herself responding to the closeness of Tim's muscular body and the lust he incited in her. Tim truly had awakened her old sensuous self. And she couldn't deny the urges.

She kissed him back with a fervor that exceeded his, urging him to greater lustful expression. Reaching between them with one hand, Tim untied the belt of his mother's robe. Draped to the sides of her proud breasts, the robe fell away from her belly, exposing Helen's torso from cleavage to thigh. Tim took a moment to admire the inner curves of her round breasts, the flat expanse of her abdomen, with its slight swell at the hips, and the generous hips that topped his mother's shapely legs. With both hands, Tim began to explore all those enticing curves.

Helen leaned back against the edge of the stove and focused on the trail of sensations that followed Tim's fingers as they traced increasingly urgent paths up and down her body. Her head lolled back. She closed her eyes to bring her other senses to the fore. The small of her back tingled as fingernails raked her skin through her cotton robe. Helen's nipples ached as they hardened against Tim's chest.




Needful Ch. 04



Without warning, Helen found herself tossed over Tim's broad shoulder and being carried upstairs. Her robe was still draped over her body, but she felt completely naked as Tim slid his hand beneath the robe and mauled her ass. His fingers probed her orifices eliciting pleas from her to not be so rough. Tim made for his own bed.

When he arrived at the side of his bed, he flung his mother onto the mattress. Tim leered at her as she bounced on the bed and her bared breasts wobbled from the recoil. Her lack of objection saved Tim the trouble of fighting with her. He stared down at her, fire consuming him as he stripped. The apprehension in her eyes did no more than egg him on. She may not have been sure of what he was thinking, but she was willing to accept it for now.

Helen flinched as he attacked her. She sensed no tenderness in his lust. For the moment, he was full of pure lust and she was to be the focus of that lust. Part of her wanted to fight him off. And she feigned a struggle to escape. Tim being a powerful young man, had no trouble keeping her pinned to the bed while he forced kisses of the roughest kind on her. His probing of her body was harsh and found a response in her from the unbridled creature he had awakened in her nearly a week before.

Soon Helen was returning his aggression with attacks of her own. Her crushing embraces forced his hands from between them. Tim thrust his hands under his mom's hips to her ass. He squeezed hard on the clenched cheeks of Helen's ass as his body weighed her down. With an effort, Helen pushed her son over on his back. Tim tried to roll back over on his mother, but his head was met by her knee as she swung her hips over his face.

Dazed, but understanding her move, Tim hugged her still robed body to him, bringing his mother's musky vagina to his lips. Neither of them wasted any time in devouring the other's sex. While Helen grasped the base of Tim's cock with both hands, hungrily feeding his erection into her mouth and down her throat, Tim's hands clutched his mother's firm buttocks, pulling her wet cunt to his mouth. Both lovers delivered impassioned oral assaults to each other, quickly driving them to peaks of pleasure.

Neither lover made any move to have the other in another position. Both focused on the genitalia they feasted on. Tim felt most of cock in the confines of his mother's throat when she brought her face to his pubic hair, then wet sucking as she drew her head away to breathe and apply her tongue to his cock head. He felt his groin tighten. He licked and sucked on Helen's clitoris. The induced tremors in her belly rumbled across his abdomen. Both were nearing a bursting point.

Helen felt her son's orgasm coming. She gathered her breath for it and sank his cock deep into her throat. There it jetted his sperm into her, his groin punching her face as she held on. Abruptly, she was forced to withdraw his cock from her mouth, as his sucking and lick of her genitals was suddenly joined by his fingers probing her. She teetered on the edge briefly, until he withdrew his fingers from her then inserted one into her cunt and one into her ass. The affect was immediate and undeniable. The fire within her exploded. She thrashed about on top of him, her orgasms coming in waves. He didn't let her savor them. He kept sucking on her clit, nipping it lightly. The waves began to overlap each other. Their intensities combined, sending her reeling. Helen felt herself passing out.

When awareness returned, she felt strong, comforting arms around her. Eyes closed, she sighed and snuggled into the protective circle of those arms. Her upright position told her that Tim was holding her while leaning against his headboard. Her relaxed fetal position and the residual glow of their sex left Helen in an utterly relaxed state. And he did nothing to disturb it. For the first time in many months, she felt the serenity of contentment. She luxuriated in it for what felt like hours.

In the midst of her extended reverie, Tim shifted.

"I hate to tell you this, but I have to get to practice," he whispered.

Taking a moment, she resigned herself to ending the absolute peace she felt and returning to the rest of the world. Slowly, she grudgingly rose from Tim's embrace. She turned to look at him and thanked her lucky stars that he was what he was.

"Then you had better get going, Tim." With that, she smiled, picked her robe up from the floor, turned and left his room.

Tim could not help but admire her form as she glided from his room. It troubled him that he was so enraptured of his incestuous relationship. But only a little. The joy of the loving sex left little room for concerns over conventionalizations. He was a happy man with a happy woman under the same roof.

Then he remembered that he might also have a happy woman under another roof a half-hour away. And there was no twinge of guilt attached to thoughts of her at all. And another apparently sexy woman was supposed to take him dancing tonight. Suddenly his sex life seemed to be getting very complicated. At the moment though, he wasn't bothered by it.

Breaking from his own reverie, Tim gathered his gear for practice and headed for the door. He felt energized and ready for anything.



Needful Ch. 05



Tim knocked on the game room door and checked his attire for the fifth time, trying to make certain that he had dressed as Kelly had requested. Maybe it was because Kelly was about his mother's age, but Tim felt the need to please her. Maybe it was the child-like enthusiasm she had displayed over the idea of going dancing. Or maybe Anne's comments about Kelly's sexual inclinations that had him so obliging. He was also nervous.

It surprised him that Anne answered the door. She was wearing a red-checked flannel shirt over blue jeans and black loafers. Anne smiled at Tim and invited him in. As he stepped through the door, Anne moved into his arms and gave him a very warm kiss. While they kissed, she took his right hand and pushed it up under her shirt, placing it firmly against her breast.

Tim moaned and said, "Are you sure you want to encourage me like this just before I go out with another woman?" He chuckled when Anne winced at her tactical faux-pas.

"I guess this isn't the brightest idea I've ever had," she smirked. But to reassure Tim as to her thoughts, she pressed his hand more urgently into her breast.

"Kell can be very sexy, but she isn't me and I thought you liked something particular about me. I was hoping you would think about me while you were out," she pouted.

"Oh, I will definitely be thinking about you. But I didn't need a reminder for that. I spent most of the afternoon thinking about you. And Anne, there are several things in particular that I love, I mean...like about you."

Tim blushed, feeling nervous about the slip of the tongue. Anne didn't miss it either.

With unabashed hope in her eyes, Anne asked, "Does the word 'love' really belong in there somewhere?"

With some reluctance, Tim confessed, "Yeah, I guess it does. I just didn't think you would be real comfortable with that idea coming from a kid."

"A KID!" Anne choked. "Just because you are still in school or a little younger than I am doesn't make you a kid. Tim, you are a decent, mature, sensitive and understanding man. This I already know about you. And last night, you proved you are more of a man, physically, than I can handle. So drop this kid business. You, my dear sweet lover, are very much a man. Forgive me, but I just hope that I can hold on to you for a while. Okay, Tim?"

Tim dropped his head, feeling chastised for his lack of self appreciation. Seeing his distress, Anne cuddled him into her arms and stroked his hair. He smiled into her eyes and nodded his understanding of her remarks. They kissed.

"Well if I had known that you two were going to be like this, I could have stayed in my room," said Kelly in mock indignation.

Anne and Tim broke their embrace and turned to greet Kelly. Anne, who knew of Kelly's outfit for the evening, showed no reaction to her dress. Tim, however, dropped his jaw and gaped at her. Anne elbowed him in the ribs and told him to close his mouth. For her part, Kelly chuckled at having garnered such a reaction.

"I guess I better let you two get out of here. Enjoy your dancing," said Anne as she retreated through the kitchen and on upstairs.

Kelly spoke next, as Tim was still trying to appreciate the vision that stood before him.

"I suppose you will hear about your flagrant staring later. I hope she doesn't give you too bad a time over it. I did get sort of dolled up for you though, and I hoped you would like it. I did okay?" Kelly asked, striking several poses.

Tim was still taking it all in. Kelly wore a dark blue fitted strapless dress. Her breasts, more than ample for Kelly's lean frame, rested more on the bodice than in it. Tim wasn't sure if there wasn't a bit of dark aureole showing at the point of each shelf-like cup of the bodice. The dark fabric hugged her from the bodice to the hips. Her narrow waist accentuated her hips which flared beautifully. The dress loosened up at the legs, but only enough to allow room to walk. As she turned, Tim noted that getting the dress on, or off, for that matter, was facilitated by a zipper in the back that ran all the way down to the bottom of Kelly's butt. Every movement made Kelly's generous breasts jiggle and dance in the bodice.

Finally clearing his head a little, Tim began to answer her query.

"You did great. But I have to admit to getting urges about you that have nothing to do with dancing."

Kelly smiled conspiratorially and said, "If you like, we can do our dancing in my suite and do as much or as little dancing as we like. Does that sound okay to you?"

Tim blushed, "I'd be a liar if I said it didn't. But didn't you want to get out for a bit tonight?"

"It would be nice. But wouldn't it be a bit hard on you to be in public with me, where you couldn't do anything about those urges you mentioned?" Kelly asked,

"Maybe so. But for the sake of form, maybe we could go out for at least a little while. Is that okay with you?", Tim asked hopefully. He didn't want Anne thinking that he just up and went to bed with Kelly first thing. Although, since Anne saw Kelly's outfit, he thought she would believe it, even if she didn't like it.

"Sure. Anne might be hurt if we just headed back upstairs and never left the house."

"Thanks for understanding. Seems strange to worry so much about her feelings after only a day, but I do," Tim confessed.

"I knew that you were a sweet man. Most men would be quite happy to skip over the feelings of one lover if they thought they were about to have another," Kelly beamed. "I like you, Tim Mathews."

"Thanks again, Kelly. A fair number of women would be a bit catty about a situation where a man was torn between two of them. I guess we are all pretty decent people. Sort of...."

"What do you mean by 'sort of'?", Kelly asked, not sure if she should take offense.

"Well, to be blunt, if I am decent, why am I thinking what I am thinking about your attire and its contents?"

Kelly chuckled. "And would it be normal to see a woman decked out like this and not have such thoughts? If so, then I guess I really am over the hill and can give up."

"Oh you definitely aren't over the hill. Guess I am just not used to thinking such thoughts about a woman first thing. I just apologize if I get too preoccupied with your looks. You know, ogling you.'

"Well, Tim, if you want the truth, it would just make my night if you did just that. And a few other things as well."

Tim shifted and cleared his throat, in obvious discomfort.

"Well then, let's you and I go dancing," Kelly suggested.

"Okay! Let's go."

Kelly slipped her diminutive hand into Tim's and they turned for the door. Smiling, Kelly hugged herself to Tim's arm, pushing her breast dangerously close to spilling out of her dress. Tim couldn't fail to notice and Kelly couldn't help but feel gorgeous for having a good looking man ogle her figure, even if she was giving him every opportunity to do so.

Tim needed a couple of reminders about how to get to The Willows, but they made good time. Kelly suggested that they hit the dance floor first thing. Tim agreed. It was as if both wished to fulfill an obligation to have their evening out be as advertised, for Anne's sake. It surprised both of them that they fell into comfortable conversation and danced and talked a lot longer than either had thought they might.

Tim was pleasantly surprised by Kelly's energy and enthusiasm for his favored topics as well as her own. She proved to have a well-rounded mind, friendly spirit and warm heart. She was not the stereotypical dedicated professional who was interested in nothing outside of her profession and career. She was indeed, a charming woman. And her physical charms were no less impressive.

For her part, Kelly found Tim to be warm, kind and considerate of others' feelings. She even tried to steer him into talking about his night with Anne, but Tim would not betray one bit of their activities. She felt drawn to such a decent man. She had seen too many men who were a whole lot less considerate and desirable as traveling companions.

They hit it off beautifully and danced until almost midnight. Kelly uttered her surprise at having lost track of the time and suggested that they return home. Tim confessed to feeling like his weekend was catching up with him and agreed. Gathering themselves up, they headed for the door and Tim's car.

For all of their conversations on the dance floor, they were unexpectedly quiet during the drive back to Kelly's place. Tim kept his mind on driving and Kelly pensively observed Tim as he focused on the road. Kelly felt the wetness between her legs. With as little provocation as she'd had during the two and a half hours of dancing, she felt as though she must be fired by the desirability of Tim Mathews as a warm and sensitive man.

Very little of their conversations contained any sexually charged remarks. She was just very happy and excited about a nice guy. She mused over being so jaded that meeting a truly "nice guy" would turn her on this much. She squirmed.

As they pulled into the driveway, Kelly was wrestling with herself about something. Tim parked the car and shut the engine off. He turn to Kelly. He was about to say something, but stopped himself when he noted that she seemed to be thinking, staring at the dashboard. Suddenly aware of the silence around her, Kelly looked up to see Tim waiting patiently for her to indicate what was up.

"Oh, Tim. Would you mind very much if I didn't invite you up to my suite?" Tim could see her squirming.

"If you'd rather. If you want to be alone, that's okay," Tim offered.

"Damn it, Tim! That is not what I want. And you saying it's okay just makes it more certain that it isn't what I want," said Kelly fighting back tears.

"You have no idea how many men I have dated that would have mauled me a half a dozen times over, whether I was willing or not, during the course of a single date. And you! You do nothing more than occasionally glance at my breasts which I purposefully put on display for you tonight.

"You paid just enough attention to my body to make me feel sexy without making me feel obligated or pressured. You talked with me about subjects that touched on almost everything either one of us is interested in and a little sexual conversation, and never made me feel like I had to play brinkmanship with you over it."

Kelly slowly shook her head from side to side, her tears overcoming her restraint. "Tim. You made me feel liked and respected. You accepted me as a whole person, never throwing the proposition I made earlier in my face."

They fell into silence as Kelly's sobs softened, then ceased. At length, Kelly looked up into Tim's face and asked, "Don't you want me?".

Lowering his eyes briefly, Tim pondered his response. He truly did want this charming woman, but he wasn't going to pressure anybody into anything.

"Kelly. I still have those urges that we kidded about before we left. If anything, they are stronger now than they were before. It has been a wonderful evening with a charming woman and I can think of no better way to finish off our evening than by sharing intimacies.

"But understand this. I will not demand anything of you nor will I pressure you into anything that you do not want. What little experience I have with women tells me that no sex is more satisfying than that which is desired by both lovers. And I know I get turned on a lot faster than women do, so if I am going to have sex with you, it is going to be because you tell me, in some way, that YOU want me to."

While he had spoken, Kelly had raised her head and begun staring into his eyes to see if he was real. It was not like any man she ever knew to pass up a good fuck if he had anything to say about it. Yet here was this young man who was going to let HER call the shots. She had dated men who had been very polite about it, but had, nonetheless, wanted sex and wouldn't take "no" for an answer.

She told herself that it couldn't be real. And she was going to make sure. Sniffling away the last of her tears, Kelly asked, "Would you walk me to my suite then, Tim?"

"Sure Kelly. Sit tight a second and I will get your door." With that, Tim climbed out of his car and rounded to Kelly's door. Opening it, he helped her out of the car and escorted her into the house. Kelly linked arms with him and, again, hugged his arm into her side, pressing her breast higher in the show-all bodice of her dress.

They passed quietly through the house, arm in arm, to Kelly's second floor suite. At the door, Kelly turned, stepped into Tim's arms and reached her arms high up around his neck. She pulled him down to her lips, giving him a warm kiss. From start to finish, she deliberately presented Tim with more breast flesh for the taking than he had seen all night.

He was now sure that he saw her aureoles poke out of her dress and glare up at him. He was sorely tempted to further relieve the dress of the burden of supporting her breasts, but was checked by his own belief in not pushing a woman into anything she didn't ask for.

"Kelly. Thanks for a great night. It was wonderful dancing and talking with you. I AM sorry about upsetting you. I didn't mean to."

With that, he bent down, gave her a kiss on the cheek and turned to leave.

As he walked down the hallway, away from Kelly, she said, "Tim. Thanks to you too. It was a wonderful night. It wouldn't hurt my feelings if we were able to go out again sometime. Friends?" she asked.

Tim turned to look her in the eyes. "Friends," he answered smiling. He turned to go.

The warmth in his voice and the clear intention to leave without pushing anything on her was the last straw for Kelly. She could doubt him no more.

"Tim!"

Stopping just short of the corner, Tim turned to Kelly without walking back toward her. Seeing that he was staying put, Kelly, somewhat embarrassed, waved for him to come back to her. She saw reluctance in his steps and wondered if she had pushed her test a little too far.

"What's up, Kelly?" he inquired.

Suddenly feeling uncertain, she hedged her bets and asked, "Would you sit with me for a little bit?"

Cocking his head to the right, he said, "All right. Are you okay, Kelly?"

Surprised by the question, she said, "Yes. I guess it just really has been too long since I got out and I don't want it to end just yet. Do you mind too much?"

Chuckling, Tim said, "No. I just got the impression that I was making you uncomfortable. Was I?"

"No. In fact, what was making me uncomfortable was my own expectations. Anyway, come in and sit down so I can tell you about it."

They stepped into Kelly's suite. Tim was taken aback by the difference in the suites. While Anne's had been trimmed out in ways to make it comfortable and even sensuous, Kelly's front room was tasteful, if a little Spartan. The sitting room, visible off to the left, was a working architect's office.

Kelly took Tim's hand and led him through a draped doorway into her bedroom. Passing through the doorway was like stepping into another world. Kelly's bedroom was luxurious at the very least and a lair of sensuousness at it's very best. The bedroom's "L" shape artificially divided it in two, with the door at the connecting point. The 'room' to the left featured a red lace trimmed canopy bed which rose above the rest of the room on its two-step dais. Surrounded by wood grain finishes and black lacquer and burgundy fabrics, the presentation lent itself to the impression of a pagan alter.

Built in dresser and vanity filled the wall space on the far side of the bed. Off the foot of the bed, more built in cabinetry, though the size of the drawers suggested they were for bedclothes.

The bed itself was a heavy framed four-poster canopied king size bed. A thick burgundy quilt covered the bed, touching the flooring on three sides. Only partially hidden by matching lace draping the posts were velvet covered restraints. Tim began to wonder what he had gotten himself into.

Pointing to the bindings, Tim asked, "Are those supposed to be for you or me?"

"Either," said Kelly, grinning. "But only if you wish."

Raising her arm, Kelly directed Tim's attention to the other 'room'.

"Shall we have a seat or would you care for that last dance of the evening?", she asked.

The setting was more conventional, but the colors were still the dark rich hues of red, burgundy, wood grain and black lacquer. And plush was the feel one sensed. The contrast with the austere outer rooms was remarkable. The outer rooms reflected the professional that dedicated a sizable part of her home to her career, while these inner chambers revealed the more intimate and personal side of her being.

"Well, how about a last dance for the night. Then I can take you home, so to speak."

"That sounds nice, Tim. Have you got a favorite type of music?"

"Not really. Why don't you pick something suitable."

"Okay. Let me have a look at my tapes."

With that, Kelly walked ahead of Tim to the entertainment unit. Tim could see tapes, CD's, records and VCR tapes and laser-discs. Kelly opened a folding door to reveal more tapes. She thumbed her way through these and pulled two of them.

Since they were home recordings, Tim had no idea what he was about to hear. Kelly powered up the multiplexor, tape deck and equalizer. Inserting the tape, she turned back to Tim and said, "May I have this dance, sir?"

Tim bowed, grinning. The dance partners stepped toward each other and into each others arms. Their dance began casually enough, but the little space they had left between them soon disappeared. From his vantage point, it was impossible to look down at Kelly without being greeted by the very stimulating view of her breasts. He was also greeted with a smiling, contented face. Apparently Kelly felt very happy about being able to comfortably chose her own diversions.

They had danced through four numbers when Kelly suddenly stopped following Tim's lead. Startled from his reverie, Tim looked down at Kelly's face.

"Don't move for a second. Okay?"

"Okay," Tim said, wondering what she had planned.

Kelly took two steps backward, bringing her hands up behind her as she moved. Tim heard the telltale sound of a metal zipper and watched as the bodice of Kelly's dress loosened, then fell away. Her rounded breasts shifted more than sagged. The tantalizing upper curve of her breasts took on the firmer look of flesh that held its own form. As her dress dropped to the floor, Kelly's hands rose to her nipples, pinching and rolling them. Tim marveled at the disproportionately large nipples as they swelled visibly as she teased them.

Tim further appreciated the lingerie choices that Kelly had made for the evening. In addition to the lack of a bra, Kelly wore a garter and stockings and crotchless panties. The opening in the panties began above Kelly's pubic bone which came to a provocative angular point below a firm, flat tummy. There was no pubic hair visible from where Tim stood. Seeing his admiring gaze, Kelly did a turn to give him the whole picture. The view from behind Kelly was equally inspiring, as the lush curve of her ass checks peeked out from under the panties' back panel.

As she completed the pirouette, Tim stepped toward her, but Kelly waved him off. Instead, she approached him and began to remove his clothes. She started with his sport coat. As she pushed the lapels up and off of Tim's shoulders, she shuddered, feeling Tim's fingers roll her nipples, then cup both of her breasts. She let his jacket drop to the floor behind him. His shirt followed the jacket.

Kelly, inspired by Tim's manipulations of her breasts hurried along with stripping his clothes from him. She was eager to see if the stiff penis she had felt between her breasts the night before was as big as it felt. Pushing Tim back into an over stuffed chair behind him, she removed his shoes and socks. She reached for what she saw as her reward when she moved her attention to his pants. Tim helped out by raising his hips so she could pull his pants and shorts down. Her eyes widened as she watched his semi-erect member spring from its confines. She had expected large, but the now stiffening cock was quickly exceeding her expectations.




Needful Ch. 05



Her eyes never left his member as her hands pulled the last of his clothing from him. Without comment, Kelly rose from her haunches to her knees. Using both hands, she grasped the base of Tim's cock and brought it firmly against her chest. It nestled deliciously between her breasts. Cupping her breasts firmly around Tim's cock, Kelly began stroking him with her tits.

She closed her eyes and tried to envision this monster inside of her and felt a disappointment that she would only be able to engulf all of its length in one way. Still. the tingling in her loins told her she wanted to at least try to mount him. Standing, Kelly stepped out of her heels and walked around Tim's chair. He turned his head toward her just in time to see her climb over the back of his chair and slide down his body, bringing her head to his cock.

"Eat me," she breathed.

He complied and was rewarded with the feel of Kelly's mouth covering his cock head. Tim responded by sucking Kelly's clitoris into his mouth and dancing his tongue over it. Kelly groaned, but continued to increase the oral pleasure she was giving him. He felt her slide inches further down his body and had to curl himself up to keep her genitals within reach of his mouth. He could feel her wetness and wasn't about to stop.

She surprised him by using her lower position to take more of him into her mouth, then, more slowly, into her throat. Feeling herself to be wet between the legs from Tim's oral assault, Kelly put her hands on his thighs an leveraged herself upright. She wasted no time raising herself up and impaling herself on his member. As she had imagined, she was only able to sheath a third of his organ within her vagina. But the pleasure had been worth the effort.

Kelly had struggled to insert Tim's massive cock head into her pussy. From the moment that she succeeded in stretching herself over his cock, she felt every nerve within her touched and ignited as her inner walls grudgingly gave way, fitting to Tim's cock like a shrunken made-to-order glove. She felt herself go from wet and ready to possessed. She had felt her pussy stretched before. But it had always been an easy stretch. Tim's meat was so thick that for a moment Kelly wasn't sure she could accommodate it.

She felt all her reactions piling on top of each other. The tingling, the pounding of her pulse in her chest, her head and her pussy all blurred together as immediate reactions. The first instant caused her to lose her breath, only to have it return in ragged gasps as her sexual response shocked her and overpowered her body.

Before she raised her hips for a second hungry thrust, Kelly felt her juices flowing freely and the first tremors of an orgasm. A shuddering breath escaped her lips as she slowly, deliriously, ensconced Tim's huge organ within her. Increasing her pace, Kelly hunted down every sensation she could. She began to hump Tim's organ in earnest. Her reward was orgasm heaped upon orgasm as she filled herself with stiff male flesh.

Suddenly overcome, Kelly fell back on Tim's chest, still impaled on his cock. Tim, who had matched her feverish pace, was still hard and hungry. The vision of Kelly's tits splaying and rebounding on her ribs, as he pumped her, spurred Tim on to greater effort. Kelly spasmed hard, one last time and in the middle of her glory pleaded for him to stop.

No where near ready to finish what was started, Tim grudgingly brought his thrusting to a halt. He allowed Kelly to turn face down on top of him. She snuggled into his chest and sighed contentedly. As much as her body was a pleasure to hold and behold, Kelly had left him in an awkward position. His lust was unsatisfied and he had no intention of leaving it that way for long.

After a few moments of Kelly's serene afterglow, Tim said, "I think I'd better go."

He became more frustrated when Kelly seemed unwilling to answer right away.

"Kelly. I really do think I aught to go."

"I don't think so, Tim," she purred. With that, she turned head for toe and proceeded to surprise him by taking his meat into her mouth and quickly engulfing all of him. He felt the muscles of her gullet work over the upper portions of his cock while her tongue bathed the top of his shaft in mind-boggling sensations. To his utter amazement, he felt Kelly's mouth and throat take all of him and caress and assault his cock.

His hips began to pump into Kelly's face, giving her all of his frustrated lust. She missed not one stroke, taking breaths as he withdrew from her throat. Tim further expressed his lust by stroking and probing the rest of her body. Kelly shuddered from the pleasure, even while she kept up the exquisite torment of his massive organ. He firmly smoothed his palms over every curve. Her thighs and ass and tits tingled as he kneaded their flesh.

Through it all, Kelly continued and increased her oral assault on his organ. Tim felt his time coming nearer as he fucked Kelly's throat. Forsaking his ministrations, Tim embraced Kelly's hips, bringing her clit to his mouth. He returned her oral attentions, licking firmly through the folds of her pussy and sucking hard on her clit. Her efforts on his meat increased and sent him over the edge. Kelly hugged herself to him, taking the copious ejaculate into her belly. She held on while he thrust deep into her throat, emptying himself into her.

Tim continued his own efforts until he felt Kelly spasm and buck on top of him. The lovers lapsed into a fatigued stupor, letting their bodies recover at leisure. It was delicious.

Kelly stirred first and expressed her unsated hunger by grasping his deflated cock. She marveled that, even in this state, his cock was as big as any she could remember seeing in an erect condition. She slowly fisted his cock until it was half erect. She turned herself around again and slid down between Tim's thighs. She pressed her tits around the massive pole and took the cock head in her mouth. She felt great pleasure in embracing this monster cock in any way her body could manage.

She felt, and welcomed, Tim's racing pulse as it throbbed in his organ. She loved the sensation of skin on skin and the tingling it triggered in her loins. Briefly she wondered why she didn't date more, then immediately recalled how demanding and inconsiderate so many men were to her. She didn't know if it was her diminutive size that made her seem vulnerable or the ampleness of her breasts on her otherwise small body. Or both. But dates were, more often than not, failures because she felt brutalized or coerced. Tim had been different. He had almost left, rather than make Kelly do anything she didn't feel like doing. Then, already well involved, he nearly left rather than force himself on her when he sensed she may have had all she wanted. And he had pleased her greatly in the process. Tim was very different. And she liked it a lot.

She turned her focus back to the cock she cradled between her tits. Lifting her eyes to Tim's face, she felt a sense of self-satisfaction at seeing his eyes closed and a look of relaxed contentment in his features. She continued the slow stroking of his cock, enjoying the gentle friction's affect on her breasts. Her nipples stiffened, poking insistently into her fingers as her hands cupped her tits around Tim's organ.

Removing her lips from his cock head, Kelly, raised her head and watched his face while she increased the pace and pressure she applied to his cock. It pleased her to hear moans coming from his throat. It pleased her further that the huge organ throbbing between her tits now quivered at full erection.

Renewing her efforts, Kelly treated Tim to a tit-fucking that used every trick she had ever thought up or heard of to bring pleasure to the focus of her attention. Kelly was rewarded with all the signs that a man can give to demonstrate the success of her lusty attack.

Kelly luxuriated in the feeling of power she had over Tim's body. She was grateful that Tim took a long time to cum. She reveled in her sense of control and dominating passion. Tim's body ran itself ragged responding to every change of pressure, direction or pace, as Kelly's tits enslaved his manhood. When Tim did cum, Kelly wanted to taste the cream she had drawn from his loins.

Lowering her head again, she engulfed Tim's cock head with her mouth and added her tongue's talents to the assault on Tim's senses. She gagged as the first spurt caught her by surprise, but she savored and swallowed all of his cum as it fired into her mouth. Kelly slowed and eased her manipulations of Tim's cock, matching the easing state of his body.

As Tim's organ shrank back to a flaccid state, she admired its still large proportions. She idly wished she were big enough inside to accept his cock's length. Maybe just a little short of it, so she could just get a feel of his pubic hair on her shaved mound while his cock head brushed her cervix, or pounded it, depending on her mood. That would feel so good. As it was, she thought the right size cock for her tastes and fit would be a nice fat eight inch cock.

"What was that, Kell?" ask a groggy male voice.

Kelly jumped. "Oh, I'm so sorry, Tim. I must have been thinking out loud."

"Oh don't be sorry. I'm just sorry to disappoint you. We are a bit of a mismatch. But I will tell you this, Kelly - for being a physical mismatch, you sure have given me some of the best sex I've ever had.

"I don't know how you picked up all of that stuff you did to me with your breasts, but I wish every woman knew how to do it. That was great."

Kelly found herself blushing at the unsolicited praise. It also occurred to her with whom she might share her tricks, so Tim could enjoy them again. She was glad she and Anne had gotten so close and comfortable with each other. They could talk about such things and not even blink.

"Oh Tim. You didn't disappoint me in the least. I was just thinking how wonderfully you have treated me this evening. If anything, you have been the best lover I have ever had. Your manor and concern for the pleasure you gave me are something I will treasure.

"You see, most men are pretty selfish when it comes to sex. You are so giving and loving about it, it's almost like a dream come true. I want to thank you for being so wonderful."

"You're welcome, I guess. I never realized how badly some men treattheir women. Anyway. I want to thank you for some very satisfying love making.

"And for a very pleasant evening of dancing. You made me feel very comfortable. I have to admit that I was afraid that you might end up making me feel like a kid-in-tow when we went out. Thanks for not letting that happen."

Kelly chuckled. "It never occurred to me that you might be a 'kid-in-tow'. Not when I have to look up at a skyscraper like you. Besides, you are very mature for your age, whether you appreciate that or not."

It was Tim's turn to chuckle. "Yeah. I sort of got a lecture from Anne about that, just before we left. She took exception to it when I referred to myself as a 'kid'."

Smiling, Kelly said, "I hope you take it to heart. I may refer to you as young man, but you are definitely no 'kid'.

"Speaking of Anne, did you want to catch her before you left?", Kelly asked.

"It's kind of late. I thought I would call her tomorrow and see if she wanted me to come over or go out somewhere. I guess that I will head home though. You have left me rather bushed and I feel the need for some sleep."

Giving him a very warm hug, she said, "Then I guess you ought to go home then."

Exchanging compliments the whole time, Tim and Kelly collected themselves and got dressed. 



Needful Ch. 06



Even if it's only a few of you, I appreciate the encouragement. I hope you enjoy this one as well.

---------------- Chapter 6 ----------------

He wasn't sure if it was the sunlight framing the window shades or his mother poking his shoulder that did more to wake him up. All he knew was that he didn't feel ready to get up.

"Tim. Tim! Anne is on the phone. Do you want me to tell her to call back?"

That brought him bolt upright in bed. "NO!", he barked. Sheepishly he said, "Sorry. No. I'll get up. Where's the phone?", he asked. "What time is it?"

"Eleven-thirty. I was just about to wake you up anyway. And here's the phone, you Lothario", she grinned, handing him the cordless phone from her room. He finally focused, stirred by the tight white knit shorts and the even tighter skimpy bright yellow tank top that hugged his mother's shape like a second skin.

She gave him a lingering kiss on the forehead, then turned and left his room. He stammered into the phone as he watched his mother's shape leave. Damn, she was getting to him. Again.

"H-hi Anne. How ya' doin'?"

"I'm fine, but I thought I'd hear from you by now. Or did somebody wear you out last night?", she chuckled.

"Um, well I guess the whole weekend is wearing me out. Sorry. I had meant to call you a lot earlier than this, but I did just wake up."

"That's okay. I understand. Do you want to take the day off and catch me later in the week?", she winced.

"Oh no! In fact, on the way home last night, I was thinking about something."

"What's that?", Anne asked, intrigued.

"Would you mind if we made some plans to include Kelly for this evening?"

"Jesus, Tim! What do you take me for. Watching you go out with Kelly is one thing, but I'm not going to have three people in my bed at one time."

"No! Wait! That isn't what I meant."

"Then maybe you better explain it to me" she challenged.

"Something Kelly said last night had me thinking about a friend of mine who might be a good match for her. What I was thinking was that we might setup a double date with Kelly and my friend Mark, if it was okay with you."

"I'm sorry, Tim. You had me going for a minute. But the double date idea is fine with me, though I can't speak for Kelly."

"Well would you like to ask her, while I check with Mark?"

"Okay. Call me back in about half an hour. Bye.'

She hung up before he could say another word.

'Gee,' he thought. She must really like the idea to take off like that. But so did he, for that matter. He called Mark and told him about Kelly. Not everything, but everything that Mark should know about a prospective date. 

Unfortunately, Mark had been the brunt of a lot of jokes when they were in high school, and although he held no grudge over it, he had become wary of the jokes and pranks that came his way because of his short physical stature and his relatively long, fat cock.

At five-foot-three, Mark's nine-plus inch cock had caused him to suffer such labels as "elephant-man", "mighty midget" and "the big stick with the kid attached", among others. It was more envy than anything else that had his classmates teasing him, but he still became gun-shy over it.

A lot of his friends would have used such a tool to exploit as many of their female acquaintances as they could handle. But Mark went the other way. He became painfully shy around girls and still wasn't over it three-plus years after escaping the adolescent environment of high school.

Tim had assured him that while Kelly might be a little overwhelming at first, he was sure they would have a good time. Mark was reluctant, but he knew Tim was never cruel to him, even though he wasn't above ribbing him once in a while. Tim was, after all, just about his best friend. So he relented and okayed the date.

It had taken Tim so long to convince Mark to join them that his half-hour was up. He called Anne's number. The first ring hadn't finished before Anne picked up.

"Tim! Kelly really likes the idea. Is six o'clock okay?"

"Six is fine and I'll pass that on to Mark. But what if it hadn't been me calling?" he chided playfully.

"Well," she said sheepishly, "nobody else calls me except the office and they don't call on Sunday."

"Oh. Sorry. I would have thought that you might have a guy or two calling on you once in a while."

"I guess that's my fault. I've been kind of a recluse since Louie died. I haven't been very good company for a long while."

"There are lots of men that wouldn't let that stop them. Ask Kelly about some of the men she's known. She gave me an ear full about that very subject last night."

"Gee! And did you talk about me to her, too?" she bridled.

"Only in general terms and, no, I didn't talk about our activities the night before."

"Oh. Sorry. Some men can't resist bragging about their conquests. You don't seem like that kind, and I guess I should trust my feelings more", she explained.

"It's okay. Your right about most men and their bragging. Guess the male ego is one thing that some men can't stop feeding."

"Well, I can feed your ego if you want me to."

"Um. No, that's okay. I'm not real big on that."

Turning sultry on him, Anne asked, "Well why don't you tell me some of the things your going do to me that make me want to brag about you?"

"Mmm! I could do that."

For the next twenty minutes, Tim spoke of the pleasures of her flesh and the many ways he would like to enjoy them, spoke of the ways he would maul her breasts, ease off and kiss and caress them, just to prolong her torture. While he talked, he heard the quickening of Anne's breath and the appreciative sighs and moans as he detailed the various things he thought would please her.

When he then described the tortures he envisioned playing across her tits, he heard Anne shudder, panting into the phone. He paused. Breath was rasping from her throat and he could almost feel the convulsive shudders that were dancing through her body. His mind played images of her from their Friday night date that matched the sounds coming through the phone.

When she didn't say anything after a few moments, he said, "Are you alright, Anne?"

After another moment's pause, she said, "God, Tim! You do it to me even on the phone. I can't wait to see you tonight. Promise me you'll do these things to me tonight!" She was begging.

Sweating himself, he said "I'll do what I can. Just remember, this was supposed to be a double date tonight", he reminded her.

"I know, but if there is any time to ourselves...?"

"Oh yeah", he promised. "You can count on it."

She could just about hear the grin that accompanied his promise.

"Okay then. We'll see you about six, then. Bye, Tim."

"That's six o'clock. Bye, Anne."

Tim shut the cordless phone off and stood up from the bed, intent on returning the phone to his mother's room. Throwing on a pair of shorts, he left his room only to nearly trip over Helen, who was leaning against the wall just outside of his room. But she wasn't just standing there. She had both hands inside her shorts, masturbating with an urgency that showed through her startled expression. Her lovely face changed to a plea for release.

"I'm sorry Tim. But I heard you telling Anne what you were going to do to her and it really turned me on. I was just thinking how it would all feel."

Unrelieved from his own arousal, embarrassed by what his mother had heard and angered over being eavesdropped on, Tim exploded. His first move pushed her flat against the wall. Ditching his own shorts and dropping the phone, he bent to rip Helen's shorts from her hips and down her legs. Standing again, he yanked hard at the neckline of her tank top, spilling her full tits into plain sight with the neckline trapped under them.

"You really want to know what it would feel like?", he raged. "Did you hear the way I described the rough sex she likes to get into? Is that what you want to feel, Mom?" he growled.

"All of it!", she pleaded, crying.

Tim used both hands to mash Helen's tits flat to her chest, then squeezed them tightly, pinched and twisted the nipples. Bringing his mouth to her breasts, he sucked and bit them.

"OOOWWWWW...," she screamed. "TIIIIIIIM!"

"This is what she likes, sometimes", he snapped. Harsh pinches with his thumb and forefingers punctuated his claim. "Is that what you wanted to feel?"

She shrieked, but her body bucked against him, telling him what the answer was.

"Yeeessss!", she cried, tears wetting her cheeks. She grabbed his shoulders, attempting to pull her abusing son to her, drawing greater intensity from her own participation.

"There's more!", he hissed! He made fists, catching her breasts within his balled hands. Helen's eyes streamed tears as it dragged on. She winced and gasped as she felt his lust and anger. But she also felt the wild excitement of her own responses to what she viewed as one of her fantasies. Her ex had given her this fantasy only twice in their twenty-two year marriage. The long-frustrated hunger flared in her.

"Yes, YES! Tim! More...!", she pleaded.

Tim's attention turned to her lower body. He knelt before her, pressing her legs open to allow him access to her. Soon his tongue and teeth were caressing and nipping at her womanhood while his hands returned to torturing her breasts. Moments later, he brought a hand down and used his fingers to probe her.

He was surprisingly gentle at first, but when his fingers were buried deep in her and wet with her juices, he withdrew them and used one to invade her ass. She cried out, but soon felt the base pleasures overtaking her.

"OH GOD, TIM!!! DO IT...!", she begged again. "Mooorrrre... harder...", her voice trailed off.

Her hands jerked from his shoulders to his head. She laced her fingers in his hair and began pulling him into her. She made fists in his hair, as the first pain-delayed orgasm struck her. The discomfort and pain sought the demons in her that she had all but forgotten. And the demons rampaged through her, having wakened from their long sleep.

Her eyes locked onto Tim's face. Somewhere behind the harsh punishing lust, she read fear in his eyes. It made no sense to her, but it told her that his heart wasn't in this fierce assault. Her own lust kept the thought in the background.

The first climax was the first of many. Tim kept at her, crushing and caressing her breasts, in turn, while he sucked and bit her clit and finger fucked both of her holes. It seemed endless, like a long tunnel when the light at the other end doesn't get any nearer. Waves and troughs raced through her.

At length, he stopped.

Looking up into her tear streaked face, he uttered in a low growl, "My turn now." The anger and lust was still there, but she saw a painful look in his eyes.

He stood before her and looked into her eyes for a moment. No words were spoken, but he nodded questioningly and she nodded back her consent. He reached around her and picked her up by the ass. He hoisted her to his waist and pulled her legs around his waist. Reaching under her, he brought his rock hard cock up to her pussy and thrust it into her. 

"OOoooo, Tim! she shrieked, clinging to his neck.

Tim continued to thrust his cock into his mother while they worked to lowered her position until his cock head began crashing into her cervix. Wincing each time he hit bottom, she still savored how full she was. His thick cock stretched her so that no contour of him was missed and no nerve of hers either.

The orgasms returned as he filled her. It was draining and exquisite. She felt her muscles growing fatigued as they spasmed through one wave after another. She was loosing her leg grip on Tim's waist. He seemed to sense it, because he lifted her off of his cock and set her on her feet.

But he wasn't done. He steered her to the banister at the top of the stairs and bent her over it. Lowering himself, he place his cock head at her anus and slowly, gently pushed into her. Because Helen was tense, entry was slow and deliciously painful. But both of them continued to force the entry.

Tim took lots of time to reach her depths. Helen noted, in a moment of detachment, that this was an odd view of the front door and it was a good thing no one else was around to enter that door.

He brought them to a measured pace and kept the rhythm. Tim caressed her body from thigh to scalp, touching every part of her that she had taught him was pleasure. At length, he settled into massaging her clit and her breasts while he filled her backside.

Soon he brought her to another climax. A moment later, he withdrew from her ass and laid her on the floor. He straddled her chest, laying his cock between her tits. He placed her hands on her tits.

"Jerk me off with them", he demanded. She did. Helen stretched her neck to bring her head up to catch the crown of his manhood in her lips as he thrust upward between her sore breasts.

Her efforts were not wasted, as Tim was soon on the verge of cumming. Rolling off of her, he told her to suck him off. She did. She knelt between his legs and aggressively engulfed his entire length. When he came, she took it all down her throat.

Tim slumped against the banister. Helen laid back, flipping her legs out over his. They both lay quiet for a while. It had been lustful and angry. And frighteningly satisfying.

At length, Tim broke into tears. He wept "I'm so sorry, Mom. I lost it. I didn't man to hurt you."

Pulling herself up to hug him, she tried to ease the pain so it wouldn't show so in his eyes.

"I know, Tim. Between that phone call and finding me listening in and in that state, who wouldn't loose it."

"Besides", she said, "I wanted it. Remember? I was begging you for it. And if you want to know the truth, even the anger you started with added a bit of spice to it." Half smirking to herself, she said, "Wouldn't want it like that all the time, but it did give something different to the feel of it."

Lifting his chin, she looked into his face and saw more of the pain that she barely recognized earlier.

"Aw, Tim! It's okay. Really", she said in hushed tones. "We all lose it now and then. You're no different", she comforted. "I know you didn't really mean to hurt me!"

Tearfully, he said, "But at first, I did!" 

He retreated into himself. Whispering, he said, "It scares me, Mom!"

Seeing the turmoil in his eyes, she gently embraced him and spoke softly of how she loved him and was glad to see that the aggression was something that he wasn't comfortable with. They sat quietly, rocking in each others arms.

A little later, Helen straightened and look him in the face again.

"Tim? Does Anne really like to be, well... abused like that during sex?"

"Believe it or not, she does like it rougher than I ever thought about. Not all of the time, and not as harsh as I just did to you, but she likes it in the mix, I guess. Mostly, she likes what I guess you'd call 'rough sex', but at times it goes beyond that. It threw me, but she seems to need it and I can't say I mind. It scared me at first, though. And you liked it, up to a point, too. Didn't you."

It wasn't a question.

Squirming, she said, "Yes. I did. Up to a point."

Her arms encircled his neck and she kissed him long and gentle.

"But most of the time I like it like this." She raised up and lowered herself onto his cock, which had hardened during the kiss. Breathing her words into their kiss, Helen said, "So if I'm going to go around provoking you, I'd better be careful just how I do it."

Breaking the kiss, he said, "And I better keep my temper under better control." Then he muttered, "Odd! I've never had a problem with my temper before."

"Hmm! Wonder why that is", Helen said, as she rocked on his manhood. "Talk about it later, maybe?" she suggested.

"Might be a good idea", he mused. "Since I don't want to be hurting my teacher", he chuckled.

Turning serious, Tim said " I think I better have a talk with Anne too."

"You like it, but you're not sure you can keep up with her need for it?", she asked.

"Something like that. She's solid enough to take everything she's ask me for, but I don't want to find out too late that I gone too far by misunderstanding what she wants.

"I hope she doesn't think I'm a wimp for trying to keep it down a little."

Helen let out a more relaxed laugh at his dilemma. "I wonder if it would be a first for a woman to think less of a man who didn't like hurting her."

More concerned with the moment, she brought her hands to the sides of his head and guided him to a long, sensuous kiss. Gladly focusing on her intent, his own hands caressed and smoothed over the flesh he had just been abusing so ruthlessly. He let his fingers apologize to her body, treating each wounded curve and crevasse with healing affection, love, then, with increasing lust.

Kissing him, breathing sighs into his lips, and returning his offerings, Helen slowly spiraled into intensity, drawing him into her web.

There, on the landing, with the help of a thankfully sturdy banister, she showed him a few things he'd not considered before.



Needful Ch. 07



"This isn't another one of those jokes, is it?", Mark wanted to know.

"For the hundredth time, Mark, no this isn't a joke", Tim muttered in frustration. "Will you get it through that thick skull of yours that this isn't a gag. I have a date with a new girlfriend and she has a friend that hasn't been out a lot lately, so we set up a double date. I know I have a history of kidding you once in a while, but I never played any jokes on you like the other guys. Did I?" Tim waited a moment for an answer. "Well? Did I?"

Mark dropped his head in embarrassment and said, "No you didn't. Sorry, Tim. It's just that this is the kind of thing the guys used to do to me whenever they could talk me into another blind date."

Tim softened. "Damn it, Mark. I know you had a rough time of it with the some of our so-called friends. But this is on the level. And the only reason I gave you a second thought on this is because you said you wouldn't mind fucking my mother. And Kelly, your date, is about my mother's age. And she is also the right height for you and she is a knockout.

"Plus, I know you'd treat a woman like a lady and not a hunk of meat. Well, not unless she makes you think of her as a hunk of meat anyway."

Mark opened his mouth to respond, but was silenced by the grand house set back from the road where Tim turned into a long drive.

"Wow! If nothing else, I'm going to get to see a really nice place", Mark brightened.

"And you're going to see and meet a couple of very nice women too", Tim countered.

Tim drove around to the back of the house and parked the car where Anne had him park on Friday. Mark was obviously impressed. Tim just hoped that he was equally impressed when he met Kelly.

Tim shut the car off and said, "Okay, Mark. Let's go."

They stepped out of the car and Tim lead the way to the game room door. Mark was busy taking in the size and style of the house, while Tim was looking to see who would be at the door to greet them. Remembering how Kelly had ambushed him with her dress the night before, Tim wondered what she had in store for Mark tonight.

Tim checked his watch and noted that it was 6 PM straight up and smiled. He looked up again just in time to see a tall, very female form step up to the glass door from within. He smiled at the warmth in Anne's eyes as he approached. Seeing that Mark was still taking in the outside of the house, Tim gave him a gentle nudge, bringing Mark back to the important sights on the property.

Mark, belatedly blocked the elbow and brought his attention to the door in front of him. All his fears about a prank on Tim's part showed painfully on Mark's face. Seeing Mark's discomfort and anger at being betrayed, Tim quickly grabbed his arm and said, "That's Anne, MY date! And keep your hands off of her."

Still visibly shaken, but relaxing, Mark countered "I couldn't reach her if I wanted to. But I can see why you'd want to keep the wolves away. Very nice!"

"Now, if you're done having a fit, would you like to meet YOUR date?"

Somewhat guilty for suspecting his friend, Mark said,, "Uh, yeah."

Anne slid the door open and said, "Hi Mark. Tim."

Mark was amazed at Anne's openness and warmth. And she was definitely the knockout that Tim had bragged about. Statuesque and lush, he could see why Tim was so wrapped up in her. If he were taller, he could see enjoying every inch of her lovely body. The beige, v-neck sweater she wore did nothing to hide the round curves at hip and chest. And the knee length tight brown skirt, slit on the right side, revealed some of the firm long legs that lay hidden within. Flickering firelight danced on shimmering soft shoulder length blonde hair. She was a vision all right.

Anne stepped back from the door inviting them inside. Tim signaled Mark to go first. Mark stepped into the game room. Before him stood a woman of short stature and lean build. Lean that is, except for the size of her chest. Her face was pretty and she was smiling. And he was looking down into her face. She extended her right hand. Mark, obviously stunned, tentatively took her hand, shook it first, then awkwardly bent at the waist and kissed it.

Kelly chuckled and said, "Tim, where did you find such an old world gentleman for me?"

"Well, actually, he's not so much a gentleman as he is just pleasantly and thoroughly shocked."

Marked looked back at Tim as he closed the door and just shook his head.

"Kelly. You have to understand something about my friend, Mark. Because of his height and a couple of other traits," Tim grinned, Mark winced, "Mark has suffered endless jokes and pranks at the hands of his schoolmates, not too long ago."

Mark looked at the floor in embarrassment and nodded confirmation of Tim's remarks. Then he again looked at his 'date'. Kelly was in heels, but was still a couple of inches shorter than he was. Her trim legs, nicely curved at the calf, rose up to disappear into a brown wool skirt that started a couple of inches above her knees. The skirt's waistband snugged a beige knit sweater with three-quarter sleeves and a deep v-neck. The v-neck exposed a generous cleavage that Mark had trouble ignoring.

Anne broke the silence. "We started a fire and thought that since we all have some place to be in the morning, we could put on some music and do our dancing here. "Would that be okay?"

Tim and Mark looked at each other and shrugged. "Sounds good to me", Tim offered.

"Me too", grinned Mark, "but I don't have to be at work until tomorrow afternoon and don't have classes again 'til Tuesday."

"That's great!", Kelly squealed. "Anne, help me pick out some music. I want something slow and romantic.

"Is that okay with everybody?", Kelly asked as she scanned her friends' faces.

Mark piped up, saying "It sounds good to me."

"Oh, Mark. Thank you. I've always loved slow dancing", Kelly gushed. To Tim, she said, "And thank you for finding me such a nice date."

"It was the least I could do."

Kelly and Anne left the guys standing at the door, while they went off to pick out some music. Kelly was giggling as they went. Tim and Mark followed the girls deeper into the game room. The girls disappeared behind the rich mahogany bar. The boys dropped into one of the couches near the fireplace, facing the bar.

A moment later, soft romantic strains filtered into the room and the lights dimmed. Tim noticed Anne's hand on the dimmer switch on the wall by the end of the bar. She turned her head, catching him looking and they both smiled. Anne stepped quickly around the end of the bar and made a beeline to Tim.

Tim stood and they moved to an open area next to the covered pool table where they melted into one another and swayed slightly to the rhythm of the music. Still sitting, Mark watched and sighed as the couple slowly entwined themselves as they moved.

"Did you just want to sit and be jealous, or would you care to dance with me?", Kelly prompted into Marks ear as she bent over him from behind the couch.

Mark flinched at the unexpected proximity of Kelly's soft whisper. He hadn't noticed her return from behind the bar.

"Sorry, Kelly. They just look so good together", he offered as he stood.

Kelly eyed the dancers and, with a note of jealousy in her voice, said, "Yes they do. Shall we try to look as good?"

Mark turned and moved to his right to meet Kelly at the end of the couch. She took his hand and lead him to a spot a couple of feet away from Anne and Tim.

Mark stopped as Kelly turned to face him. Mark, still not comfortable, raised his arms to hold Kelly at a respectful distance as they danced. Kelly briefly allowed it, but her face show her disappointment. Mark relented and pulled her to him. He was rewarded with a warm smile and a whispered 'thank you'.

He was also rewarded with the very pleasant feel of Kelly ample breasts pressed into his chest and her head on his shoulder, as her hips mated to his. She smelled sweet and fragrant. She felt warm and inviting as she molded herself to him. His body was responding.

"No, Kelly. Thank you."

"For what, Mark?", she queried.

"I don't know if Tim said anything about me to you, but because of my height, I have had too many dates where the lady was taller than me or even towered over me. They were blind dates that 'friends' had set up just to rib me about my height. But you are just perfect."

"No. I didn't hear about any of this from anyone. Anne stopped by my suite this morning and said that Tim wanted to set up a double date. I told her Tim seemed nice and wouldn't bring anybody who wasn't also nice, so I said okay.

"And you're perfect too. It's nice to be able to rest my head on my partners shoulder rather than against his chest."

Anne's voice interrupted the conversation. 

"Is anybody besides me feeling too warm?"

Mark said, "I am. I'm sweating a little, in fact." Looking embarrassed, he said, "Sorry, Kelly."

Kelly chuckled, "No. That's quite all right. I'm warm too. Since we didn't know if you'd want to go out or stay here, we dressed warmer than we would have to stay in.

"Tell you what. Why don't you guys lose the jackets and Anne and I will go change into something less toasty?"

"Sounds like a good idea to me", chimed in Tim.

"Good. Hit the fridge behind the bar, if you'd like something to drink and we'll be right back", Anne said.

With that, the girls bounded out of the game room. Tim headed for the bar.

"So what do you think so far, Mark?"

"You were right about her being a knockout and about her being the right size for me. And she is perfect, even if she is older. You sure couldn't knock anything about her. Thanks for thinking of me, Tim."

Tim had a can of pop in his hand and asked Mark if he wanted one. Mark declined. For a few minutes, they talked guy talk about their dates and it all boiled down to both of them thinking they were very lucky guys.

The conversation ended abruptly when the ladies strutted back into the game room. The knits and wools were gone and in their place were silks. Anne crossed the room, shimmering in the firelight in a short, silk kimono, cinched at the waist, with billowing sleeves. It's length showed all but the top third of her shapely, muscular thighs. The powder blue silk picked up Anne's eye color. Tim opened his arms to embrace her as she came to him.

When Kelly emerged from behind Anne, Mark gulped. While Anne's choice of attire was quite alluring, Kelly's was playful and blatantly inviting. She wore a two-piece outfit of red silk. Mark couldn't imagine it was meant for anything but seduction. The top was a bare midriff, low-cut, loose fitting affair that sported two ribbon ties in front and draped tantalizingly over Kelly's proud breasts. Mark could see her breasts peeking out from beneath the garment, behind the ties and swelling above the scoop neckline. His pulse quickened and he gulped a second time. 

The lower article of the set wasn't much different. Kelly's lean torso flared beautifully into the nicest hips Mark could remember ever seeing. There were side slits in the skirt that rose to the waistband. And he could discern no undergarment. Kelly turned dramatically as she approached him. He noted that the side slits were wide enough to reveal a hint of the dimples of Kelly's round derriere as she moved. The fireplace was no longer the greatest source of heat in the room.

As she twirled into his arms, Kelly asked, "So what do you think?"

She saw him gulp. Again. She smiled invitingly.

"If I wasn't so warm, I would swear I'd died and gone to heaven," Mark confessed. "I just know I'd get slapped for what I'm thinking."

Kelly turned her head toward Tim and said, "Tim, your friend says the nicest things and has the best manners I've seen in a young man in a long while."

"Well, Kelly, I think good manners should be rewarded. Don't you?"

"Yes, I do!" she effused.

With that, she turned her face to Mark again and kissed him most warmly while they danced slowly to the rhythm of the soft music. She sighed as Mark's arms circled her waist and pulled her closer. The kiss lengthened. She felt his response pushing into her belly. Mark's inexperience with women was apparent to both of them. He was relieved that Kelly didn't reject him on that point. In fact, she broke the kiss only to kiss him again. Her hands rose to his face and guided him as she kissed him long and slow, teaching him the finer points of the art. They swayed in place while Mark received his first real lessons.

Some time later, Kelly interrupted the lessons to look around the room. "They seem to be in their own little world", she observed.

Looking around, Mark said, "Seems that way. But you'd think he'd refrain from exposing his girlfriend's backside while other people were in the room."

Kelly turned her head to look again and noted how Tim had Anne's kimono bunched up over his wrist, pushing the silk above her backside. His hand was squeezing and caressing the muscular cheek. Panties were absent from Anne's backside.

"Well, at least he's being nice about it," Kelly sighed wistfully.

Mark said, "You say that like you'd like it too."

Grinding against Mark's stiff cock, she purred, "Mmmm! I like all sorts of things."

Suddenly struggling with a dry throat, Mark croaked, "Anything you'd like to tell me about?"

"I'd much rather show you," Kelly whispered, as her gaze bore into his eyes. "Are you interested?"

"I'd be a liar if I said I wasn't," he confessed shyly.

She watched his eyes as they dropped to survey her impressive cleavage and felt his cock press more firmly into her belly. At least he was responding to her, even if he was a little new at this.

'Guess I'm not over the hill just yet,' she thought to herself.

Without taking her eyes from Mark's, Kelly announced, "We're going upstairs for a little while."

She was vaguely aware of Anne saying something about the fireplace and having fun.

Kelly lead Mark out of the game room. She knew she didn't seem much like a lady, the way she was hurrying, but she was suddenly very hungry for this novice at sex.

They engaged in no conversation as they worked their way to Kelly's door. Before she opened her door, Kelly turned and melted into Mark's arms and kiss him softly. She loved how perfect it felt for her body to mesh with his in the warm intimate embrace.


"You may be new to this, but you sure know how to kiss", she breathed into his mouth.

"You make it easy", Mark rasped back. "The hard part is resisting doing things I shouldn't."

Reaching behind herself, Kelly twisted the doorknob and opened the door.

"And what things do you think you shouldn't be doing?", she asked softly.

Emboldened by every suggestion from her questions, gestures and attire, Mark dropped his hands from Kelly's back to her ass and squeezed, pulling her against his jutting cock.

"This, I suppose", he murmured. "And others things."

Kelly removed his hands from her backside, turned and entered her suite, pulling Mark in behind her and closed the door. She immediately turned, stepped back into his arms again and put both of his hands on her ass.

"It's very polite of you to respect the feelings of others. However...", she then clutched his ass, "I don't remember hearing anybody tell you there was anything you shouldn't do."

Mark suddenly looked very much like a little kid in a candy store, in spite of his anxiety..

Pulling his left hand from her ass and bringing it up under the silk covering her right breast where she guided him through the caresses she desired, she said, "Mmm! Most definitely. Any objections?"

Marks face went crimson. "Only that you'll probably have to teach me what to do. I really don't know that much about having sex.

"That history of mine that Tim and I were referring to downstairs left me afraid to go near a girl for fear that she might be part of a gag meant to embarrass me in some way. So I'm more than a little behind in that area of my, uh,... 'education'."

"It sounds as though some of your friends were a little cruel in the ribbing. Well, I think we can do something about that. If you're willing", Kelly smiled.

"I sure am", Mark grinned.

Kelly said, "Look around."

Reluctantly letting go of Kelly's warm flesh, Mark took a half-step back and made a visual sweep of Kelly's outer rooms. With the architect's work space on one side and a Spartan kitchen and breakfast nook on the other, there wasn't much to suggest romantic possibilities.

His response was, "You work at home?"

"Sometimes. When I need to review specifications, local building codes, budgets and client tastes, I'll go to the office where I have greater resources on hand and the proper environment to host clients. But when I get down to the actual grunt work of the designs, I quite often work here. It's more conducive, because it cuts down on the endless interruptions that are part of the office environment.

"By the way. That's a very effective way to get a girl, or woman, into a conversation. You ask her about her interests and she'll open up to you. You could get an idea of what she likes or is interested in that you might have in common or that you might at least build on.

"Are you sure you don't know what you're doing?"

Mark considered his answer for a moment, then said, "It just seems like common courtesy to ask about a persons interests."

Kelly smiled. "Believe it or not, you have this sex thing half beat already. If you always treat a woman with courtesy and respect, she will warm to you. Where it goes from there is up to the two of you. And right now, you have me very interested."

Taking Mark's hand, she said, "Come with me".

She lead him through the doorway to her bedroom. Releasing Mark's hand, Kelly moved to the night stand on the left side of her magnificent four-poster bed. Mark noted the pronounced sway of her hips as she moved and the flutter of her wide-slit silk skirt. Kelly leaned over the night stand and flipped a switch on a control box mounted against the wall. Music from the stereo in the game room filled Kelly's bedroom. As she bent down, her breasts revealed themselves beneath the loose-fitting top.

Mark couldn't resist. "Kelly. You are putting on one very impressive show. I hope you don't mind me saying so."

Kelly smiled warmly. "If it hadn't impressed you, I'd have been very disappointed with myself. I'd hate to dress like this for nothing. I'm glad you like it, but would you be willing to demonstrate your appreciation more physically?"

Swaying provocatively, Kelly sauntered back to Mark, untying her top as she moved. Loose fitting, the open top draped itself into the deep cleavage.

"It's too bad I don't have anything to show you. You have me at a disadvantage."

Kelly's smile gave way to a chuckle. "That's not entirely true. I felt a very promising response while we danced downstairs. Would you mind letting me see what was so eager to say 'hello'?"

Kelly almost laughed at the red hue that covered Mark's face, but decided he might be embarrassed and run out on her. Not giving him time to reconsider, she asked, "May I?"

Marked gulped and paused a moment. Then he nodded, saying "Sorry. This is new to me."

"It's okay. We're all new at this at some point in our lives. Actually, it's kind of nice starting off this way. I can teach you how much better sex is when you please your partner. The dividends can be wildly surprising."

She sat Mark on the edge of the bed and removed his shoes and socks. Kelly stood him up and started with his shirt and worked her way down, unfastening and removing clothing as she went. Kelly was forced to stop and stare in awe when she dropped Mark's pants and saw the massive bulge throbbing inside of his shorts. She gently rubbed the large organ, uttering an appreciative "Oh my!"

"Who says you don't have anything to show me? Mark, I can tell you with confidence that will you always have something to show a woman."




Needful Ch. 07



Not taking her eyes from his member, Kelly removed the rest of his clothing. He now stood next to the side of Kelly's bed, nude. His embarrassment slowly disappeared as Kelly stepped into his arms and they danced slowly around the bed and into the sitting room.

As they danced, Kelly guided his hands over her curves whispering in his ear about the pleasures these things brought to her. She also reached down, at one point, and guided his cock between her legs. She didn't put him inside her, but rested the hard meat against her bulging lips. As they danced, Kelly used her firm thighs to massage Mark's cock, while her own juices began to flow onto the fat meat wedged against her womanhood. Both dancers became more lost in the pleasure and rising heat between them.

"I'm cumming?", he strained.

Kelly swung him around and pushed him back into the couch behind him. She dropped to her knees between his legs and lowered her mouth over his ridged member. In this position, Kelly's top fell away from her breasts revealing their smooth, soft curves and the large nipples that capped the puffy areolas. He felt the suction, the tongue, and lost control. Kelly swallowed each jet of creamy fluid as it left his cock. He let his head fall back and let out a groan as his member softened in Kelly's mouth.

"Wow, Kelly! That was great!"

"Maybe so, but we aren't done. Or are we?"

Mark looked into her eyes a moment and said, "I don't want to be." Sitting up, he lifted Kelly into his lap, with her legs straddling his thighs. He kissed her wetly, his hands roaming from her breasts to her thighs. She closed her eyes as he repeated the caresses she had just shown him during their dance.

She was pleased when he began to stray from the demonstrated routines and explored on his own volition. He cupped and fondled her breasts as he licked, nibbled and sucked her nipples. She used both hands to lift and stroke his cock, anxious to have it filling her. With her torso on fire, she was giddy to find Mark's cock respond quickly to her ministrations. Within moments, her hands were stroking his raging hard on, as his hands and lips became more urgent at her breasts, removing and discarding her top.

Lifting herself, Kelly guided Mark's cock to her, rubbing it's head in the well lubricated folds. Savoring the descent, she slowly lowered herself onto Mark's manhood. She was sweating with effort as the fat cock stretched her pussy, leaving her with the fear that it was too big. Mark's cock was definitely shorter than Tim's, but it was thicker, and that was fine with Kelly.

"God, Mark! It almost hurts, it's so big!"

Panicked, Mark blurted, "Should we stop?"

She grunted, "God, no! Please, no!"

She squirmed and dropped the last couple of inches, hitting bottom and Mark's pubic bone at the same time. 'He's perfect!', her mind reeled. She sat motionless for a moment, with her eyes closed as she concentrated on feeling what was inside her. Mark heightened her pleasures, cupping Kelly's breasts and kneading her considerable mounds.

"God, Mark! I can't tell you how good this feels. It's perfect!"

Lifting Kelly's breasts to his lips, Mark began sucking her nipples, nibbling now and then. Kelly exploded. Her motionlessness ended in a furious humping on Mark's cock while she steadied herself by putting her hands on his shoulders. Her arms, thus lifted, presented Mark with an inspiring view of Kelly's thrusting tits and cavernous cleavage. His responses were getting more and more feverish as Kelly humped his cock, causing her tits to bounce energetically in Mark's hands and her nipples to escape his sucking lips at times.

Kelly felt the fires within her edge toward the boiling point. Her fluids coated Mark's member as it emerged from her grasping love hole each stroke. Tingling sensations danced over her face, chest, belly and legs. There was no mistaking that tingling and the tremors that shook her groin. She hugged Mark's head to her chest, bringing his attentions there to a halt. Mark nudged her senses further. She felt his hands clutch her ass cheeks and squeeze tightly, hurrying her thrusting onto his throbbing iron.

It was all too perfect. Mark had let her lead him through everything. He had ventured further on his own when she became too lost in her pleasures to direct him and he had found the buttons she liked pushed. There was so much more to show him, but he took lessons so well. And he got adventuresome, once he was started. God, he was good!

She was on fire, head to toe, and he was still pumping her stretched velvet tunnel and mauling her ass as she neared her peak. She thanked him, kissing his neck and breathing praising words in his ear while her chest heaved and her muscles clenched harshly around his rampant impaler. And after having cum down her throat, his own climax seemed in no hurry to end her exquisite torture.

Another flood took her and she bucked hard into Mark's lap. Still he pumped into her, pushing her senses to heights she hadn't experienced in a long time. Then it hit her again. Kelly convulsed as a bolt of sexual lightning exploded from her groin to every nerve in her body. She sat, locked in spasms on Mark's lap, sweat dripping everywhere. She was vaguely aware of Mark smoothing his hands over her glistening skin.

His fingers probed her cleavage and rounded over her mounds. His lips sucked sweated beads from her nose, her chin and her nipples. More spasms gripped her. She felt his fingertips follow sweat as it trailed down the center of her back to her ass. She felt a fingertip tentatively play with her anus, without entering. She groaned at what Mark might be thinking and another wave of spasms locked her hips against Mark's lap. 

It was all she had left. Kelly collapsed against Mark, shivering, panting and oblivious. Mark lowered his head and pounded his cream into Kelly's recesses while he clutched the globes of her ass. Of his cumming, she only noted that he no longer plunged her depths. It took her a long time to realize that her lover was gently rubbing her back and softly kissing her neck. At length, Kelly weakly pushed herself upright and looked Mark in the eyes.

"My God, Mark! I thought you said you didn't know how to do this."

Mark turned red faced and said, "This is my first time. I'm sorry if I upset you."

"Upset me? Mark. I have never, in my life, cum the way I just did. It was long, it was intense, it was draining and it was magnificent!", Kelly exulted.

"Then I did okay", Mark offered sheepishly.

Kelly's answer was to wrap her arms around Mark's neck and kiss him playfully between giggles. Mark kiss her back with the same sense of fun and enthusiasm. Soon they were warming up for another go at it, as Mark laid Kelly out on the couch and lowered his head to her groin. Her groaning and pleading mixed with her guidance. Soon, his tongue was dancing through the furrow of her womanhood and nibbles and suction given to her clitoris while his fingers probed both her holes. She begged and pleaded her desires. Each was met with lustful abandon, maddening her body to responses she couldn't ever recall having felt before. Kelly climaxed again and again, each surpassing the one from just before.

As Mark watched Kelly spiral upward in her pleasure, he himself was getting highly excited. His cock was pressed into the cushion and he wanted someplace more thrilling than that. He decided to wait until Kelly came again rather than interrupt her obvious sexual fever.

It was a short wait. She had shown Mark what she liked and he had learned and expanded on the lessons. Kelly exploded into his mouth and convulsed through another orgasm, only a moment later. Not giving Kelly any time to recoup, Mark mounted her, driving his member to the full depth of Kelly's pussy. She gasped and clutched at Mark's body as he worked them both up to a lather of passion.

For her part, Kelly urged him to greater efforts, telling Mark what lust he was causing her. She blurted out that he was welcome to pump her like this wherever he might like. When he questioned her meaning, she kissed him harshly, hissing into his mouth that he could fuck her cunt like he was, or he could do her tits or her ass cheeks or her ass (a distinction she would later have to explain to him).

For the moment, Mark continued to energetically plunge Kelly's love hole. And she energetically humped back at him. The heat soon overcame both of them and they collapsed in a heap where they were. Sleep overtook Mark. Kelly turned on her side, dumping Mark between her and the back of the couch. Watching him sleep, she wondered how it was going to be if Mark let her teach him all she knew about sex.

She had reached heights of pleasure and felt things she had never experienced before. And he denied any previous experience! Kelly couldn't imagine what he could do to her once he did know what he was doing.

She studied his face as he slept. The sheen of sweat on his brow and upper lip didn't change the look of innocence. And he was so 'perfect' for her. He was the right height, the right build, the perfect cock for her. And how he could please. Even in his relative ignorance, he had found a way to drive her libido utterly wild. God she wished he was older, or she was younger. 

Realizing that she was about fifteen years older than he was caused her to cringe at how long it would be before he would abandon her for someone his own age. Certainly there were short girls his age who would take an interest in him. She shuddered at the thought that this night could be the only night she might have him to herself.

She shook off the negative thoughts and cuddled closer to her lover. He responded enough to put his arms around her and nestle his face into the upper swell of her breasts. Even in his sleep, he was pleasing her. His warm breath flowed softly over her left nipple, raising her lust. She couldn't let it pass. This might be their only chance.

Mark was all apologetic when she woke him. She said it was all right. He could make it up to her. And she told him how. It was a very enthusiastic apology.