0 comments/ 42258 views/ 2 favorites Topless By: TAKI100 Every time she drove past it, she looked up at the sign. Topless. She was always curious about topless bars and never had the guts to go in one. Why were only guys allowed to have fun? Of course she heard stories about what it was like inside, how the women came on stage wearing some seductive piece of clothing, and little by little stripped down to a G-string, all the while grinding out a song from the jukebox. Or how they could have a lap dance, a personal little striptease so close to them that the women would grind about an inch away from the men's throbbing bulges. That electricity is what she was curious about. She wanted a lap dance, to see the curves up close, to smell the intoxicating perfume of the dancer, even to feel the breeze that her hair makes whipping around. To block out everything around them and have that charged erotic connection just between her and the dancer. One night as she was driving by one upscale topless bar, she just decided to go in. There really wasn't anything different about that night from any other, she just said to herself, 'Why not?' Ten minutes past and she was still in her car parked in the lot but too scared to get out. Just as she almost talked herself into starting the car again and driving away, someone rapped on the car window. She jumped at the unexpected sound. It was a woman, cute, with short dark hair, asking her to roll down the window, and then waiting for her to do it. "If you're coming in, honey, you better do it now, or you're going to miss my show." She gave her a quick wink. "Um," she had no idea what to say. "Are you a dancer?" she managed to ask. "If you call it that. But I'll tell you what, I really love seeing some women in the place." She paused, and looked at her more closely. "Come in with me and I'll buy you a drink before I go on. Introduce you to some of the girls. I'm Sonia" She hesitated, but Sonia wasn't leaving, so she rolled the window back up, took a deep breath, and grabbed her bag. "Why not?" Inside was louder than she expected. It was dark, and as she looked further into the crowd, the sea of men gave way to one, then two and three women on stage moving to the music. These were some of the hottest women she had ever seen. The one closest to her was naked except for a thong and some pumps, and her breasts were perfectly round with wonderful brown nipples standing straight out. Soon she saw why those nipples were so erect. Every few seconds, the dancer would slowly slide her hands up over her breasts and pinch those flawless nipples into hard buttons. It was apparent that the men loved this. And so did she. She couldn't stop staring at those hands, the long, tapered fingers, the red-painted fingernails twisting that brown nipple until it was red. She could almost feel the heat from it. They sat down near the bar and the woman dancing gave a quick wave over to Sonia before stepping down off the stage and walking over. "Hey baby" she said to Sonia, and leaned over the bar and gave her a quick kiss on the lips. She stared at those perfect breasts so close now. "This is my new friend," Sonia said, laughing. "I found her in the parking lot." "Hey baby, I'm Mona" the dancer said to her now, and leaned over to kiss her as well. She leaned forward automatically, expecting maybe a peck on the cheek, but instead received a kiss, just like Sonia's, on the lips. This level of intimacy froze her for a moment, and she started to wonder what she got herself into. But it was nice to have some women around her, to have a buffer from all those horny men in the place. Mona slipped on a white blouse and buttoned a few buttons just so that it stayed closed around her, but nothing could hide what was underneath. She came around to the other side of the bar and together the three of them ordered cocktails. "I'll get it girls," Mona said, slipping the female bartender some money and a big smile. "She doesn't charge me full price." "Yeah, you work it off later!" Sonia yelled, and they both laughed. She became very shy around these two and she sat quietly while they chatted and watched the other dancers. They were all so beautiful and confident. Some were tall and thin, some more curvy and sexy, and she couldn't take her eyes off of them. She told them that it was her first time in a topless bar, ("NO!" they laughed. Was it that obvious?) They asked her why she came in. "I don't know. Curious, I guess," she said, but really she got turned on by women's bodies. She hadn't really told anyone, and hadn't really even confessed it much to herself, but that was the real answer of why she was there. Just thinking about a women's body made her hot; the soft legs, that sexy curve at the small of the back when arched, and especially big, beautiful breasts. She loved everything about them. How tight tee shirts clung to them, the vague outline of a hard nipple under a coat. Even a glimpse of cleavage sent a thrill through her. "Well, let's make your first time a good time," she heard Sonia say. "Buy me a drink while I change in the back, and I'll give you a lap dance before I go on." Sonia got up to go and without hesitating, gave her a kiss, more lingering this time, right on the lips. She was shocked, and Mona saw it in her face. "You're all red, baby! Sonia do that to you?" She bought them both a drink, including a big one for herself. Sonia came back quickly and her eyes locked onto her. Her face must have given her away, because Sonia laughed, saying she always gets that reaction in this outfit. She was wearing a black and red laced satin teddy that looked like it was made for her. She didn't really think about Sonia's body before except that she was on the short side, maybe about 5'4", dark hair, full lips and pretty. Sonia kept her coat on at the bar, so she had no idea how absolutely stacked she was. These big double D sized breasts were spilling out of the teddy, and her body immediately reacted to them. She felt warm again, and she knew she was turning red. "How cute," Mona said. "She's blushing again. You should have seen her, Sonia, after you kissed her!" "No I wasn't," she stammered, but Sonia knew, and it didn't matter. She wanted this woman close. Sonia took her drink in one hand, and grabbed her wrist with the other and brought her back to the lounge area where there were sofas for lap dances. It was still early and no men around in the back, so they kind of had the place to themselves. "OK, relax, sit down, take your coat off, and just focus on me." Sonia helped her out of her coat. The lights were soft in the back, mostly glowing red, and it almost felt like they were invisible to everyone else. Sonia stared into her eyes and waited until she had her full, undivided attention. The music was on but she didn't hear it. Sonia started moving, slowly, right in front of her. Sonia turned her back to her, giving her flirtatious looks over her shoulder. Her ass was moving from side to side, building a nice rhythm. When Sonia turned back to face her, she had her arms in front, hiding those beautiful full breasts, teasing her and not letting her get a full look. She was getting very turned on. She could feel her own voluptuous body react. She felt tingling on her nipples and from her pussy. Her mouth was dry and she automatically moistened her lips with her tongue. Sonia noticed that; she was very good at what she did. Sonia kept moving and now she was moving her hands up and down her body. She squeezed her breasts and her nipples poked out just over the low cut satin material of the teddy. It was just then that Mona came up behind the sofa and gave her shoulders a tight squeeze. The touch seemed to have let out the pressure that was building in her body, and she accidentally let out a slight sigh that was barely heard by the girls and by no one else. Mona leaned down so that her face was right on her neck. Her breath was warm and she could smell her perfume. She didn't take her eyes off of Sonia, and Mona's breath on her ear caused her nipples to get stiff. Mona nibbled her ear, and then slid her hands down her shirt, and without saying anything, started to unbutton her blouse. She didn't even think to stop her. It was the three of them, nobody else in the place, dark, red pulsing light, loud music, and they were alone to do whatever they wanted. When Mona got to the last button she slid her hands over her breasts. Instead of a bra today, she was wearing a camisole, and her tits felt great now. The nipples were sticking straight out against the soft cotton, and she started to slowly wiggle her ass around, just slightly, on the sofa, enjoying the pressure building up. Sonia started grinding real close to her now. She was mesmerized by the sights and sounds of the place. Mona stayed behind her, gently massaging her nipples and kissing her neck as Sonia picked up her hands and placed them on her waist. With one hand on each side, she felt the rhythm that Sonia was dancing to, and it almost made her sway back and forth as well. She was completely in her spell, and Sonia knew it. She wanted it. In fact, Sonia wanted it from the minute she saw her out in the car. Sonia slowly swayed down, and the hands that were on her hips slowly moved up that wondrous curvy body. She felt the weight of those breasts and lifted them up and together. She ran her hand over Sonia's nipples and squeezed them hard. These girls were working her over good. They got tired of dancing for men and loved it when women came in. They would flirt with them and tease them relentlessly and, occasionally, they would get carried away and bring them to the changing room. And that's what they did now. Quickly, making sure the bartender didn't notice, Sonia grabbed her and Mona lead the way to the back. Inside, they pushed her down on the old couch and grabbed the dildo that they kept back there for these times. Her eyes widened when she saw it, partly because this was going father then she ever expected, but also it was exactly what she wanted to feel, something big and hard and unforgiving inside of her. Sonia knelt on top of her with her pussy right over her face, and she could see her moist lips peaking out from under the teddy. Sonia starting rubbing her clit in nice, slow circles, grazing her fingers over her pussy lips. She teased them open and then closed again as she rubbed. She felt like she was loosing control and didn't even know her hips were thrusting up to Sonia's hand, wanting more. Sonia had her lips and tongue on her clit as she slowly slid the dildo into her. She was concentrating on Sonia's lips on her, and before she knew it, she had that awesome feeling that only a stiff cock, or a hard dildo, could give her. Her muscles tightened around it. Mona, who was until then paying more attention to herself, now directed some attention to her. With Sonia never stopping the rhythm of the dildo inside of her, Mona and Sonia took turns licking her pussy and kissing each other. She had to raise her head up from under Sonia's legs to see her own wetness pass from Sonia's tongue to Mona's. She felt the orgasm coming up now. Mona had her hand on her clit stroking her, Sonia was licking between her fingers, the dildo slowing fucking her good. When the orgasm finally blasted through her, her hips thrust up; her pussy swallowed the whole length of the dildo and she pushed up on Sonia's wet mouth until the shaking stopped. After another round of drinks with the girls at the bar, she left. That was the only time she had gone into a topless place. But now she knew what happened in there. And she knew that men aren't the only ones that get to have fun. Topless At a Non-Nude Beach James and I planned to go to a nude beach but decided at the last minute to try this beach which was hard to get to thinking it would be deserted. I was going to wear a tight singlet as a dress with only my thong underneath but decided against that, instead going for a loose singlet that was much shorter and literally just covered my pussy. The beach was only accessible through a steep trail. We got there and noticed there were a few people cycling. They had stopped to go to the lookout which was right next to the trail. I got out of the car feeling the slight breeze on me. I wasn't sure how short the singlet looked or if I looked decent but that made it all the more exciting. "Does it look normal?" I asked James. "No way, it's so short!" he replied. I instinctively pulled it down but it did nothing as it just bounced back up and hung loosely on me. We started walking and I was already excited. I had never really worn something so short before. Plus I wasn't wearing shorts under the singlet. I was literally in my bra and thong and this loose, thin, semi-transparent singlet that only barely covered my pussy. We walked a few minutes and found a large rock which jutted out like a cliff. It was an amazing view. James veered of to the side towards the rock so I knew the fun was about to begin. I stood at the edge, my back to this amazing view and posed. I then turned and stuck my ass out for a few shots. Next James asked for my singlet and I hesitantly removed it and gave it to him. I was now in my bra and thong on this trail that people frequently walk along. After a few quick pictures we moved down towards the beach. 10minutes later we were on the beach. It was almost deserted but for two women in the water. We put our stuff to the side and quickly got changed. There were a few boats/yachts in the distance but we started off behind a rock. I took off my bra freeing my boobs. I put on my bikini top and was about to take my thong off when I decided against it. My thong was sexier than my bikini bottoms, I mean these thongs left little to the imagination so I thought I'd leave it at that. James had stripped too and I enjoyed the view as he pulled his shorts off and underwear, standing there for a second totally naked at this public beach. He then put on his board shorts and we were off to the water. After about 10 minutes a boat came by with a group of men on it. They all seemed in their early 20's. "We're not alone, there's some guys behind us" James said. I turned and asked James if he could see my ass. My thongs were quite small and wondered how much was visible. "You look amazing!" he said as he kissed me and squeezed my ass. "Seriously, you look so hot." Once again he squeezed my ass and then jiggled it making me smile. I knew he was horny and I loved teasing him like this. We continued playing around in the water when James asked me to take my top off. I was reluctant as up till this point, I'd yet to be openly topless in public. I've been topless and totally naked but that was all when people were in the distance or weren't around but could have rounded a corner any moment. There have been many very close calls and have been caught topless twice, but this was straight up exposing myself to these 4 guys. "You know you want to," James said as he kissed me passionately. I knew he was right. I'd been so horny this week. I'd been reading some stories where women have been flashing themselves (on the bus, adult store, in a taxi and doing the pizza dare) plus I'd been watching this playboy television show. James ad I had yet to have any real time in bed to enjoy ourselves so I was horny! Plus I really wanted to kick my exhibitionism up a level! Eventually he convinced me to take my top off and I did. I was almost shaking as I undid the back and nearly decided against it. James came over and undid the rest and I took it off. I immediately covered my boobs by going underwater up to my neck. The 3 teens had jumped off the boat and swum to the shore and were on some rocks to my left. I turned my back to them and slowly got out of the water. I was now standing up, water up to my waist only in my thong. It's hard to describe what I felt at that time, all I knew was this was incredible! I was so excited! All I could say was how crazy this was. You don't see many topless women in Sydney, on the sand maybe sun-bathing, but not in the water, let alone at such a small beach. Plus I was the only woman there. Eventually I calmed down and really started being a tease. I moved around in the water a lot and made sure they could see I was topless (I had my back to them but it was obvious I was topless). James was loving how excited I was and he took my hand and placed it against his hard cock straining against his board shorts. I smiled and grabbed it, feeling how hard he was. It turned me on more knowing I was making him hard. James noticed that they were looking over here every so often trying to get a peek. James kept encouraging me to turn around and actually face them. They were on some rocks in the distance and so I decided to go for it. James moved over so his back was facing them so it didn't look too obvious. I turned around and now was facing them. My body felt electric. I was now actually flashing them and was loving it. This wasn't a nude beach, it was a public beach but here I was in the water parading around topless. James always wanting to push it further decided to get out of the water. Once again I was reluctant. Tempted as I was to put my bikini top back on, I also didn't want to. Eventually we made our way out of the water. As we walked out I felt even more exposed. The men had gone back to the boat and now could see my ass and my tiny thong doing a poor job of covering me. It felt so good to walk out of the water with my ass in display like that. We walked up to where our clothes were and decided to sit against the rock and have some watermelon we brought along. We leant back against a large rock facing the boat of 4 men and ate our watermelon. I pretended like everything was totally fine but my body felt like it was going to burst. I didn't look at the boat but James made sure to watch their reactions. They all kept looking my way trying to get a look at my tits. Eventually they headed off and we were left alone on the beach. Thinking we ought to take some pictures we walked around the beach and I started posing, showing off my boobs and ass. We went off to the side and climbed on some large rocks. As I posed for pictures I could hear voices. There were 4 people on two Jet Ski's. 3 of them were women, one male. Trying to ignore them I continued posing. It would have been quite obvious what we were doing. I mean who takes topless pictures at the beach? We continued walking on the rocks and found a nice sheltered place. After sticking my ass out for the camera James asked me to get naked. Since no one was on the beach I wet for it and immediately took off my thong. I stood posing for James for a few seconds, all the while thinking that I was totally naked now on a public beach. There were still boats in the distance and I had no clue what they could see. I had only been naked about 10 seconds when I heard voices. We looked over and it was a family so not wanting to continue, I raced behind a rock and put on my thong. James went and got my singlet and we decided to leave. I walked up the trail in my thong and singlet (no bra). We walked past two other couples which was exciting considering I was so scantily clad. I have no clue if the men looked behind when I passed them, but considering it was an uphill walk, I would bet they would have seen quite a bit of my ass if they had! I was also naked in the car most of the way home. At one point a truck stopped next to us at the lights. James made sure he looked at the driver and noticed that he had quite a long look at me. He looked to his right once, noticed I was naked and looked away. He quickly looked back and the second time starred a lot longer. He looked back to the road to look at the signal light and just as he did it went green and we were off again. He didn't get another look. Topless Beach Bunny A lady friend invited me to a beach house located in a secluded area. She has an athletic body, long blonde hair, luscious breasts, and a tight waistline, plus a few years older. When we get there she throws on a black bikini and some dark sunglasses and heads out while I change into a swim suit. I'm hesitant to approach her because she appears to be topless, but she notices me and asks me to join her. I am a muscular male with strong legs, so in good shape but I tell her I will join her but I probably won't get nude. She says that's fine with a sinister grin. After a few minutes of me lying next to her beach chair, she asks me if I would rub some lotion on her shoulders. As I rub on the lotion, she asks me to rub more all over her body so she could recline more and continue to get some sun. I apply lotion to her chest, stomach, lower abdominal area, and her thighs, gently rubbing it in as my hands get close to her skimpy bikini bottoms, fingers breaking the plain of the string just above her clit. She smiles as she notices my bulge, and grabs me by my suit as I go to lie back down, causing me to move towards her. She pulls my suit down enough for my semi-hard cock to flop out, totally exposing it to her. I'm slightly embarrassed but allow her to grab my cock, pulling me closer and gently sliding it into her mouth as she squeezes my asscheek. Athena sucks and strokes it as I lightly moan standing there until she stops and tells me to finish what I started when I was rubbing lotion on and helps my suit back up. I caress her thigh as I maneuver around to kneeling between her legs and slide off her bottoms. I slowly kiss her thigh, working up to her hips, up her abdominal area to suck on a nipple then the other and back down to her other knee until working back and kissing around her pussy and clit. Finally, I start to kiss and lick her clit, teasing it lightly as she moans a little, as well as; starting to pleasure her pussy with my tongue. I use some lotion to massage her clitoris with my thumb and index finger, continuing to lick her pussy, eventually working some fingers in and out as her moaning gets louder. She reaches into a cooler next to her and pulls out a canister of whipped cream and sprays down a line from just above her clit up to her breasts forming a t- of whipped cream, adding some to just under her chin to her bottom lip as I work my way up her body, licking all the way as I suck down the cream. I spend extra time at each nipple, circling each several times with my tongue before continuing up her neck to her lips, sucking on her bottom one until kissing her deeply and sensuously while she starts to pull off my suit. Pulling y suit off, I straddle her body and spray some whipped cream on my cock as she pulls it into her mouth, expressing the taste by vocalizing "mmm!" and continuing to stroke it as she sucks it and I play with my nipples. She starts grabbing my ass with one hand then slides it between my legs to play with my balls, occasionally teasing my anus with her fingers, but still sucking and stroking my cock as I start to moan. Athena pulls me closer with the hand between my legs, causing me to grab her head as she sucks it slightly deeper, as she uses her other hand to massage and pleasure her pussy. She is sucking me harder now as we orgasm together with me cumming all over her upper chest. I run into the house as she situates herself lying face down on a blanket in the sand. I come out with an orange Popsicle from the freezer and start running it down her back while licking it up and kissing her back up and down, up and down. She giggles and jumps so slightly when the cold popsicle initially touches her skin as I now start running it down her right leg to her feet, licking and kissing again as I work back up then down and up her left leg. The Popsicle is getting messy as I stop at her ass cheeks, rubbing it all over, then licking and kissing her butt cheeks with some occasional biting, you can't just lick the Popsicle, until rubbing the Popsicle between her cheeks causing the juice to run down into and around her pussy. This causes me to spend some extra time licking her pussy as she starts to moan. Straddling her body, I rub my cock between her ass cheeks until applying what is left of the Popsicle all around my cock, maneuvering towards her face. She props herself up on her forearms as I kneel in front of her, inserting my sticky, orange flavored cock in her mouth, pumping slightly forward and back as she sucks it using plenty of tongue. We decide to head into the water to continue and clean off some of the Popsicle. As the water gets above waist deep, I bring her onto my shoulders, legs over my shoulders, and I start pleasuring her pussy with my tongue as she essentially just sits there moaning and enjoying it. I let her down so she can wrap her legs around my waist as I kiss her lips, then her neck while slowly slipping my hard cock into her pussy, eliciting a moan. Slowly, I fuck her as the waves bounce us around slightly as I start making my way back to the beach. I gently place her on the shore where the waves can still hit us, as I pounce on her, slowly working my cock inside as the waves are bumping us, gradually fucking her harder and harder until having her come up to doggy position. Pounding her pussy from behind, I grab her hair, gently pulling her head back along with one arm to continue my pleasurable assault. I let go of her arm and start massaging her anus as I slow down, letting go of her hair as I insert my thumb into her ass and she gradually works her body down so she is resting on her forearms, letting out some occasional moans. I pull out, allowing her to lie flat in the sand, waves still bumping us as I gradually slip my cock into her ass with a moan, leaning forward to grab one of her hands but have enough weight on my hand to support myself, digging my other hand far enough in the sand to grab one of her breasts as I work my cock in and out of her ass until we start getting a little too deep in the wet sand. We work our way back up to the blanket where she climbs on top of me, ass facing me as she grabs my cock, quickly inserting it into her pussy and riding it until leaning back onto me, causing me to work my cock in and out myself. However, I get to caress her breasts and start rubbing her clit, causing her to start moaning until I feel some extra wetness on my cock as she cums aloud. Slowly she flips over so she is facing me, once again working my cock into her pussy as she gradually starts to ride it, getting progressively faster and harder, her sexy abs glistening with sweat as I see them working, until she slows enough to have me flip her over on her back. I penetrate her pussy deep inside as I lean forward on her legs, stretching them back, and slowly work my cock in and out trying to get as deep as I can as she moans with pleasure. As she tells me how good it feels, I start moving a little faster until pounding it harder and harder only slowing as she starts to cum and I can feel that moisture as I slowly pull out, some seeping out as I start to enter her ass. With her facial expression I can tell how it feels as I grab her ankles to stretch her legs back, allowing her to massage her pussy and clitoris, moaning louder with pleasure. Her legs are stretched back pretty far causing her hips to raise slightly, giving me better access to her ass as I pump my cock hard inside. I suggest she holds her legs back, now slowly pumping her ass as I massage her clit, and fingering her wet pussy as she yells, "yes, yes!," continually before I tell her I'm going to cum. Sliding out my cock, she starts to orgasm as I squirt cum all over her clit and pussy, simultaneously moaning with pleasure until I drop between her legs. She then grabs her sunglasses and sits back in the beach chair, smiling as she starts to read a book and I just lie there on the blanket. Topless Carrie He was back at his apartment with Wholesome Carrie. It had been several weeks since the storm encounter, but he'd gone out doing things with her a few times, always on weekends: she was adamant about Saturdays only. He knew she was living with her parents, in a basement room, and she'd been out of the country for at least two years, probably longer, doing some kind of charitable thing or things in some other country; he didn't even know where, and she hadn't told him. He knew she went to church on Sundays, spent time with her parents and a grandmother who seemed to be disabled, and went to school for a variety of subjects. She didn't have a car and borrowed her mother's vehicle for school; other than that she walked or rode a bicycle. He had to admit he really, really couldn't make head nor tails of Carrie. He'd learned she volunteered at an after-school program a couple days a week, but she hadn't told him that; he'd found out through an instructor at the community college. Other than those things he knew nothing about her personally. He'd decided she was just an extremely serious, intensely private person. They hadn't had any sort of sex since the storm encounter, but had gone to an education fair, to an antique mall, and to an Asian garden on a nice day. A few cups of coffee, which she insisted on paying for separately. He couldn't call them dates. They hadn't even kissed. Today, though, she'd more or less invited herself in. She'd been pensive and distant through the day, and now, in the evening, she'd asked to come in and, as she put it, "freshen up." She looked tired and stressed. As she stood in front of his sink, pouring herself a glass of water, he looked her over, again. She was dressed, as always, in Professional Casual. Tan khakis, well-fitted but not tight, slip-on flats, and today a black button-down shirt with the cuffs folded up. She looked attractive, but not too much; she looked put together for efficiency rather than appearance. He knew she had an excellent physique, and was in very, very good shape, but she never, ever showed herself off. He noticed she wore very little makeup, usually just some understated lipstick and some kind of face cream. That was it. She finished pouring her water, which she'd insisted on having despite his offer of juice, beer, wine, etcetera, and turned around. The sun was very low on the horizon and glowed through the West window. She held the glass up to the light and looked through it, tilted the glass left, then right. She had a weird, weird look on her face and her brows were furrowed. She closed her eyes and drank the glass of water all in a gulp. She set the glass down on the counter and inhaled slightly, then burped, an amusing, ladylike exclamation, and smiled. She slipped out of her shoes and stood in bare feet. "Sit down," she said, and motioned to his overstuffed chair set in front of the TV. "Sit down." He looked around and sat down. Wholesome Carrie walked over to him, unbuttoning her shirt. He watched her do it with fascination, feeling his cock rising. She removed her shirt and flung it over a stool at the breakfast station; under it she was wearing a satiny, black strapless bra. She looked amazing and honestly hot. He had an image of her in lingerie and his mind reeled. Carrie had everything it took be smoking hot and just didn't seem to want to. He found it immensely arousing. He was picturing her naked when she turned around, sat on his lap, and said, "Unhook me." He did it, quickly undoing her bra, and she peeled it off and dropped it on the floor; she pressed back against him, and he could feel her tight, solid ass on his lap, rubbing against his cock. It felt great, and he put his hands around her body and cupped her firm, perfectly sized breasts, fondling and rubbing carefully, touching her body. He looked over her back, and decided it was one of her best features: well shaped, with a deep furrow for her backbone, sexy and smooth except for a random series of odd, discolored pockmarks on her left side, under her arm. He touched her back, rolling the back of his hand up her backbone, and was rewarded with a shiver. Wholesome Carrie reached up and unrolled the tie in her hair, releasing it from the ponytail he'd never seen her without, even from the last time they did sexual stuff. Her hair was medium length, a little below her shoulders, and brownish blonde. She flipped it aside and forward, moving her neck back towards his face, and he took the cue and kissed the back of her neck, nibbling softly. Her breathing got a little ragged, and he kept it up, kissing her neck, slightly below her ears, and down to her shoulders, placing his hands gently on her belly, breasts, and torso, feeling her skin as she got warm. She smelled earthy and organic, like she always did, and fresh and clean. He found himself getting absolutely rock hard in his jeans, and had to wonder just what non-intercourse thing they were going to do this time. It was so weird. He kept it up, touching and fondling and kissing Topless Carrie while she rubbed her ass on him and felt his arms. Her nipples got rock hard, poking out into the room, and sticking slightly upwards. She had awesome breasts, round and firm, with high-set fullness. He genuinely couldn't keep his hands off her. After a while Carrie popped up and turned around, bending over him, letting her breasts dangle slightly. She placed her hands on his shoulders and swished her hair around a little, looking down at her feet. He had to cup her breasts again, holding her and touching her smooth, warm skin; he noticed the odd pockmarks extended around her chest, under her left bosom and on her chest. He ran a hand over them, and he felt Carrie shudder slightly. She raised her head and looked up at his face with a look of concentration. Topless Carrie took his hands, gently, and placed them on the arms of the chair, hovering over his face with her lovely breasts. He was unable to resist kissing them, nuzzling and touching Carrie's delightful body, gently flicking the nipples and rubbing softly. He was rewarded with a small shudder and a upturn of her mouth. She patted the backs of his hands, then smiled a little and lowered at his feet, carefully unbuttoning her nice khakis as she went down. She undid the top button, then unzipped slowly, shimmying down to her knees to rest on the cheap carpet. He thought she might be removing her pants, but she didn't; she simply left them open, although she yanked them down slightly to expose the front of her plain white panties. Topless Carrie undid his jeans, and yanked around until his front was conveniently exposed; he reached to help, but she shook her head and placed his hands back on the chair arms. He got the picture: she wanted him to rest them there. He found himself sitting in his chair like a cartoonish king, legs spread, hands on the arms, reclining slightly as the woman, Topless, Wholesome Carrie kneeled at his feet. He had to admit to himself he was getting an involuntary thrill from the physical position she had him in. He felt weirdly powerful and flattered; immensely flattered. He sat back, watching and waiting to see what Topless Carrie had on her mind. When Carrie had him pretty well undone, she reached in with both hands and extracted his cock, which was stiff and hard. She stroked him gently, rubbing the tip, and reached down into his jeans with a hand, cupping and playing with his balls. Her hands were soft and warm, and he writhed a little as she played with him, looking into his eyes and smiling quietly. She gently, oh-so-gently squeezed on his balls and rubbed his shaft, getting him even harder. She reached up, licked her fingers, and when she was well wet she went to work on the sensitive head of his cock, flicking and rubbing the very underside. He felt his cock standing very much upright. When he was well and truly hard she let go with her hands, smiled widely, and flipped her hair back. She bent down, very slowly, carefully flicking stray hairs aside, and put her mouth over him. Carrie deliberately went carefully and slowly, drawing it out, starting at the very, very tip, flicking with her tongue while teasing with her teeth, just so; he sucked in breath and reared back. She was magic, impressive. He got the feeling, again, of being very, very flattered by this lady. Carrie got her full mouth around him, just below the flare of the head, and when she got there unexpectedly sucked on him, hard. He gasped and shoved forward, completely unable to keep himself from trying to stuff his cock in her mouth, roughly. Carrie stopped while he composed himself, and waited, chipping and licking at his cock, while he sat back again; when he was under control, barely, she started again. Carrie didn't torture him right away, this time, although she surprised him, yet again; she sucked, gently, moved her head around a little, and took him fully into her mouth, all the way to the hilt. He groaned, very loudly he knew, and when she got him fully in, she rolled her tongue on the underside of his shaft, murmuring softly as she did. He caught himself breathing heavily and rapidly. He kept his hands on the arms of the chair with a great deal of difficulty, straining his fingers and digging into the fabric. He noticed Carrie hadn't used her hands at all, and in fact had them folded neatly behind her back, like an usher at a theater. She was sucking him off with her hands behind her back while he sat in the chair, and the effect, when he noticed what she was doing and how, made his head spin. The wickedly submissive behavior admittedly made him extremely aroused, and he felt his cock flip in Topless Carrie's mouth as she worked him with her tongue, breathing noisily through her nose and sucking him forcefully. He knew there was no way he was going to last very long with her. No way. Through a herculean effort and thoughts of nasty things he managed to keep from coming right away; although it was nearly impossible. Carrie commenced to a steady fucking motion, sucking forcefully as she basically bobbed her head on his throbbing cock. She had a rhythm of taking him deep and then retreating all the way to the tip, and repeating the motions, fucking him with her mouth. It was awesome and he knew it. Carrie was incredible. After a while of it, he began to think he should come, figuring she had to be getting tired of him, but then he noticed she didn't have her hands behind her back anymore. He bent over, inadvertently stuffing his cock into Carrie's mouth deeper, making her moan. She didn't object, so he did it again, and she murmured and shivered. Thinking, and still looking for her hands, he kept his hands on the chair arms for leverage and simply and flatly fucked Carrie's mouth as she sucked him. Then he found her hands: they were stuffed down into her pants. She was masturbating while sucking him off. She had one hand inside her plain, sensible white panties, and the other between the fabrics of the underwear and the pants, and he could see her fingers moving in practiced motions, rotating and rubbing with a steadily harder effort. As he increased the frequency of fucking Topless Carrie's mouth, he saw her quiver and get more aggressive on herself. She was completely, totally getting off on their actions. He relaxed, trying to wait to come until he saw her orgasm. It took a lot of effort, a hell of a lot of effort, but he managed it: he saw her smooth, clear shoulders shake, once, then again, and she moaned around his cock and sat back, opening her mouth and drooling saliva between his cock and her mouth, leaving a string that flipped down across her lovely breasts. Topless Carrie gasped, loudly, kneeling in front of him with her eyes closed. Her back arched, poking her breasts at him, and it took a massive effort for him to not grab her. Instead he watched, shaking himself, while she frantically moved her hands inside her clothes and came, hard. She made a series of shouting gasps, biting her lip, opening and closing her mouth, making a short, musical poem of 'ah' sounds. She was unutterably lovely, and he watched her body in fascination. She bent over, shook violently, then pitched her head back, opening her eyes. She wasn't focusing, and incredibly, when she shook again, her eyes rolled back in her head, displaying the whites. During one of the shaking episodes she rolled forward and took his cock in her mouth while coming. The effect was instantaneous, and he felt her mouth compress hard around his cock. When she did, he thrust into her mouth, feeling her tongue, and as she sucked him he felt himself building. He came, hard, in Topless Carrie's mouth as she made herself orgasm and kept herself shaking. She sucked, swallowing rapidly, as he emptied his balls into beautiful, Topless Carrie's mouth, She gasped around his cock, shivering and twitching, still coming as he spurted deep down her throat. When he was done, she didn't let him go, instead keeping his still-hard cock in her mouth while still masturbating herself. Eventually, she pulled off and sat back on her heels, eyes closed and trembling. Her hands were still inside her clothes, and he watched her as she slowly brought herself down. When she'd stopped shaking she bounced a little and sat down on her butt, moving her legs around into a cross legged position. She lowered her head and her hair covered her face; she didn't remove her hands. She inhaled, deeply, then exhaled, a drawn-out, soulful exclamation of satisfaction. When Carrie raised her head she looked satisfied but tired. She smiled, wanly, and said, "I'm a little tired. Do you mind if I lie down here for a while?" He wasn't sure exactly what she meant, but he said, "Sure. Of course." Topless Carrie stood up, slightly unsteady on her legs, and suddenly dropped her pants down and off, standing in nothing but panties. She looked around, distractedly, and picked up her pants and bra, and retrieved her shirt. She draped them over her arm and walked into his bedroom. He heard some rustling, and he knew she was climbing into his bed. After a while, he put his cock away and zipped up. He went to the sink and got a glass of water, drinking it slowly, then refilled it and walked into his bedroom. Carrie was under the covers, and he set the glass of water on the side table for her. He was going to say something, but noticed her even swelling and retreating, and realized Wholesome Carrie was sound asleep.