0 comments/ 35332 views/ 4 favorites Valerie Comes Out of Her Shell Ch. 1 By: MercZ Valerie was such a mousy little thing. Always keeping to herself and very private. If you asked her something during office hours, she would answer you in no more than four words. You could not kid with her, could not gossip with her, could not get her to smile to save your life. The entire office was convinced that she was a lesbian and involved with a very dominant butch dyke. That's why she was so apparently snooty, they said. I made Valerie smile one afternoon and our relationship changed. "Can I ask you something, Valerie?" I said to her. We were sitting alone in the employee lounge having a late lunch together. A little coaxing had convinced Valerie to join me there that day. "I guess so..." she replied. She was hiding behind her large frame eyewear and fiddling with the bun she perpetually had her naturally curly brunette hair in. "Would you go with me this Saturday to the Art Fair downtown..?" I asked. I didn't think for a moment she would. "Love to...!" she immediately said with a glitter in her eye and a smile that captivated me. We sat and finished our lunch in silence. * * * * * On Thursday morning of that week, I asked a few questions about Valerie to a gal who had worked with her for about seven months. I found out that she had been married and that her husband had left her because of her apparent listlessness. Valerie was currently very single and none of the rumors of her lesbian adventures were in the least bit true. "Jen... why does she downplay her looks the way she does?" I asked. "She is a very beautiful girl under those glasses and that blah looking wardrobe she insists upon wearing. I bet she'd turn heads if she let her hair down..." "You're very observant, Dave..." said Jen, "Val is just so lacking in self-confidence and she thinks that no man would ever want to be close to her again, I guess. That's what I think anyway..." "Does she trust you, Jen..?" "I think she does, yes. Why..?" "Well, I'm taking her out this Saturday... nothing fancy... we're just gonna go stroll around the Art Fair, but I was wondering..." I said, "do you think Valerie would allow you to pretty her up? I mean you have such good taste in clothing and make-up and all... I bet you could give her some of that confidence she lacks..." "That is very flattering, Dave... thank you..." she said, smiling. "I'll ask her... gently..." __ At 11:00am Saturday morning my telephone rang. It was Val. "What time will we go..?" she asked. She sounded unsure... as if she were searching for some excuse to say she could not go with me. "I thought we'd go at around 4pm, if that's good for you... There's places to grab a bite to eat at the Fair and there's a great blues band performing in the band shell at 6 and I sure would love to see them... whatta ya think..?" Just then I heard another voice. A female voice. At first my thoughts were of the alleged bull-dyke, then I realized it was Jens' voice I'd heard. She was there to give Val a sort of makeover. I felt slightly embarrassed then. "I'll be ready at 4!" said Val. I realized then, too, that the sound in her voice was excitement and not apprehension. "Know how to get here?" I told her that I did not and she gave me directions to her home. I spent the day until about two-thirty puttering in my woodshop. Turning into Val's driveway, I saw that she kept her home as neat and tidy as her office at work. I parked and strolled to the door, knocked. "Come on in Dave..." said Val. Her voice was full of cheer and excitement. I stepped into the living room and heard soft jazz playing in another room. Second, I noticed that her taste in furnishings was exquisite. Every piece matched and arranged beautifully. Then Val appeared from a stairway leading into the basement. "Come on downstairs, Dave..." she said, motioning to me from the stairs. I could see only her face and at first I did not recognize her. No eyeglasses. And make-up. Not a lot of make-up, just a touch. I started for the stairway as Val disappeared from my view below. Downstairs was an entirely different looking room. Rich, dark colors prevailed and plushness seemed to be the theme. The room enticed one into leisure. Then Valerie emerged from behind a Japanese screen near the far wall. I blinked in amazement. This could not be the same Val I worked with! Her hair was loose and falling freely down her back in curls to the top of her rump. Only her bangs were tied back, braided and pulled together in the rear, held in place by a very demure maroon ribbon. Val wore a dark blue denim shirt, unbuttoned one extra button. A small necklace with a pearl attached bounced in her ample cleavage. The jeans she wore were snug as well, accenting a very flat tummy and showing the spectacular shape of her hips, thighs and calves... faded and funky... lived in. Very hometown, girl-next-doorish. Incredibly sexy. At once I was smitten. "I was just finishing making some ice cream," said Val. Then I realized she was holding the churning bucket and preparing to transfer it's contents into another container for storage in the freezer. "Want a drink or anything..?" I stepped closer to her and said, "No thanks... Homemade ice cream..! Yummy..." "Yeah..." she said, smiling, "My Mom taught me to do this years ago..." I was not really interested in the ice cream. It was an excuse to get nearer to her really. I could not believe it was Val! Her breasts jiggled as she scooped the sweet goo up from the bucket. I was peeking into her open collar at her cleavage as she bent slightly forward... smooth and firm. At this angle I was afforded a glimpse of the straining red lace Victoria's Secret lovingly cupping the swell of her right breast and my heart pumped a bit faster. "Need any help there..?" I asked. "No... 'bout got it...!" she said, turning with the container now full and walking toward the freezer. Another stunning sight..! Her jeans wrapped her butt just so... not too tight. Snug, but allowing each lovely cheek to naturally fold and jiggle loose again with each step. When she bent down to place the container into the freeze unit, I saw a small rip in the seat of her jeans, just below the left hip pocket, through which I could then observe smooth tanned skin. My cock swelled a little in my own jeans then. "All set!" said Val, closing the freezer door. She turned and we went back upstairs where she grabbed a light jacket and a very small purse. Once at the Art Fair, we walked to and fro seeing the sights and enjoying the local color. Many talented people had displays set up and were at a glance the classic definition of 'starving artist'. Valerie purchased a very beautiful handmade wall hanging from a woman in her fifties who wore huge sparkling earrings and had her nails, toenails too, painted each a different color. We sat eating Szechwan chicken listening to a very old man, play a very old, five stringed guitar, singing railroad songs while his dog lay next to him and gave an occasional short, well-timed howl along with his Master. I could not help but notice how men's heads were indeed turning when they spotted Val. We walked along holding hands and I felt like a teenager again. The blues show began at a few minutes past six. The band did several boogie-woogie numbers, then slowed the tempo a bit with a cover tune, urging the crowd to dance if they felt like it. I was watching Val. She sat through the first few tunes with her eyes shut, rocking with the beats and grinning... moving her head from side to side. When they began the slow tune, she suddenly stood up from her seat, eyes still closed and began pulling me up to her. I stood and she pulled me close to her, placing her cheek to mine and said, "Dance with me..." I followed her to the dance floor area in front of the bandshell. Val became yet another person while we danced. She was so taken away with the music it was as if she departed and there were someone else with her arms wrapped around me. Moving slow and easy she swayed the two of us, pushing her breasts to my chest and murmuring low into my ear. Her perfume was intoxicating. I buried my face in her long brunette curls and very softly kissed her neck. She then turned around and laid her head back on my shoulder, still swaying and drifting on the rhythms. Her hands were now gripping me at the backs of my thighs, my hands flat against her tummy, pulling her tight to me. I could feel her soft butt pressed against my cock and in no time it began to give me away. She moved her ass left and right very easy and in time with the music... I was extremely turned on now and wanted nothing more than to take this gorgeous woman home and make love to her for hours and hours. So I told her... Nibbling her earlobe lightly I took the chance and said, "Val... I very much want to take you home and make love to you tonight..." The moment I said this, I thought she would become the Valerie I knew from work, thought she would clam up and demand a ride to her door. She only began walking very slowly away from the bandshell and the crowd... Once in my car, Val scooted over on the seat and began kissing me ravenously. She moaned and whimpered, clawed and flailed... her hands sliding all over my body. Before we had gotten one mile away from the Art Fair parking lot, Val had unfastened my belt and pants and was jerking my now hard cock up and down, at the same time she kept saying in a whispery, panting voice "yes... ohh... yes, yes... mmmm, Dave... uhmmmyes...." and staring down at my cock in her hand. Her manner so hurried and urgent. Soon her head dropped into my lap and I felt her warm, wet tongue begin to run up and down the length of my cock, wetting it and making me even harder. She then engulfed my hardon and began to very skillfully fellate me. "Uhmmm... mmmm mmm mmmmmm mm mm mm... oh.. ahhhmmm mmm... uhm... oh Dave... uhh... mm mmm mmm...." she said as my cock glided in and out of her hot mouth. In no time she had gotten it so spit-slick that I could feel her drool wetting my balls. "Uhhhhmmm mmmm mmm... OH... god... mmmm.... cum Dave... mmmmm... cum in my mouth.....mmmmmm..." over and over she began urging me to shoot. Sucking and licking, her mouth hot and wet, gulping my cock deeper. I tried to keep the car under control and under the speed limit as we motored along for a good ten minutes toward her house, all the while Val making animal grunts and slurping noises, coaxing me to give her my load... "mmmmm... gimme it Dave... uhhnnnmmm... mmm... mmm.. want it in my tummy.... baby...oh..." she moaned. "Val.... oh Val.... Ohhhhh ahhh baaaaabyyyy... UHHH!!" I grunted, just as we pulled into her driveway. My cum exploded forth into her mouth as she gulped it down her throat. "Mmmmmm...mmm... mmphhffff...mmmmm... mm mm mmm..." she said as the last of my orgasm pumped into her mouth. I put the car in park as Val kept pulling my slowly softening cock with her lips and tongue, milking all my goo. My head was spinning. She let me loose then and lay panting upon my flaccid cock, kissing it now and then, purring a little... then she said, "Come on.... let's go inside..." She looked up at me and I could see her mouth was red not from lipstick but from giving Olympian caliber head... her eyes were lidded and she looked in heat. I shut the car off and buttoned up, climbing out to follow her to the door. She fumbled with her keys, dropping them, then finally getting the correct one into the bolt. At last we entered. Once inside, Valerie tossed her purse aside, turned around and literally wrapped herself around my body. Her arms held firm as she hooked her long right leg around my waist, humping her crotch tight against my cock right through our pants. She grunted and kissed me violently, her tongue darting and swirling inside my mouth. I was still out of breath from her stellar oral love in the car and I could not hardly comprehend her behavior. This was little meek and mild Valerie from the office! raping me in her own living room! Val reached down and gripped my ass with both her hands and panted, "Follow me...." She then calmed for a moment, let me loose slightly and turned around. We began to walk together and still locked tight to each other toward the basement steps. "I've been needing a man for some time now, Dave..." she said, guiding my left hand onto her left breast then squeezing my hand around it. Val was breathing in gasps and swallowing hard, her hair strewn across her face as if in a wind. As we descended the steps, she began to unbutton her shirt and untuck it from her jeans. At the bottom of the steps she stopped and said, "Wait here... I'll light some candles for us..." She then stepped away from me and disappeared into the darkness. I heard her clear her throat and then a match struck. She lit a large candle and then several smaller ones and began to distribute them around the room. When she finished, I could see that Val had dropped her shirt on the floor and had her jeans unbuttoned, the fly open. They clung very low to her voluptuous hips. She'd also taken off her mocs and strode around the room barefoot, lighting the candles. "Something you should know..." she said, walking from the other side of the room very slowly, looking straight at me from under a few loose strands of brunette hair and pushing, tugging at her jeans... "I have not been intimate with a man in four and a half years...." she had the jeans at the apex of her hips now, still pushing them down, walking slow, staring me down... "it occurred to me that you, at this point, might think me a raving slut or a nympho or something..." her jeans were now just below mid-thigh... "and I guess I couldn't blame you, but I want you to know that that is not the case, Dave. Do you believe me..?" Her jeans were now heaped at her ankles as she stepped directly in front of me and began unfastening my pants, looking me in the eye. I reached out and took her shoulders in each hand and said, "I think you are something special, Val... okay?" I kissed the tip of her nose, then her right cheek, then her eyebrow. "But I don't think you're any of those things..." Just then I felt her hands slide into my skivvies and under my balls to cup them in her palms gently. I was still limp as a cooked noodle. I knelt then right in front of her. Very easily I helped her take her feet out of her jeans and then I straightened up on my knees. My face was directly level with her womanly hips. As I gazed hypnotized at her tiny, satiny white panties, inches from my nose, I slid my hands up from her calves, over her knees, up the back of each firm thigh to her bottom. Firm, yet soft and oh-so perfectly round. I very gently squeezed her behind, sighing a bit, then I moved forward closer to her, hugging her hips. I turned my head to my left and placed the side of my face directly against her mound, covered by that smooth and tight panty. There was a hint of Cache perfume either on her body or in her panties and I inhaled deep, turning my face toward her again and kissing her belly between her navel and the top edge of her panties. I turned my head to my right now and pushed my ear against her... warm and smooth. My libido awakened at this point... "Mmmm... ohh Valerie..." I murmured very soft and low and began kissing her panty all over.... from top to as low in the crotch as I could get, at the same time, stroking her bottom from side to side, squeezing delightful handfuls. I rubbed my face round and round her pubis through those satiny undies and felt my cock begin to get a bit chubby and swollen. After a couple minutes I heard Val groan a bit and looked up at her for just a second. Her eyes were closed and her head was cocked to one side slightly... her mouth open. Then, I got a hint of her wetness. Her musky odor filled my senses and I then began to concentrate my kissing and poking at her crotch with my nose. She'd become very wet from my attentions. Sliding my hands back and forth from under and behind, I could feel her dampness soaking the panties. My own arousal was high as well... by then I was hard as ever. Glancing back at her face, I saw that Val had slipped her right hand under her bra and was gently massaging her breasts and nipples. She was very turned on and I buried my face against her lovely mound one last time then moved to the top edge of her panties where I clenched the elastic band with my teeth and began to pull them down. Little by little I slid Val's panties lower... tugging at the left, then right, then back to the left at the same time lightly and in a very teasing manner running my hands up the insides of her thighs to gently tickle her crotch and give a quick rub to her clit. Val was breathing steady and deep, moaning somewhat with each exhale. With my eyes closed I suddenly felt her hands on each side of my face, pulling me upward. "Come over here..." she said and backed a step away from me, urging me to follow. In the corner and behind that Japanese screen I'd seen earlier was what looked like a futon bed, laid flat and beautifully made. Val backed up to it, her panties still covering her but riding extremely low on her hips, then sat, pulling me with her. I bent and caught myself on my hands as she scooted back to lie down. Standing again I tore my shirt and shoes off, then climbed onto the bed with her to kneel next to her. Val lay on her back, her legs closed, her hair splayed around her pretty face and a very big, anxious smile spread across her lips. I grinned too and then leaned over to kiss her mouth and felt her right hand grasp my hardness, sticking up out of my lap. "Let me make you feel nice Valerie..." I whispered in her ear. She lay with her eyes closed and then relaxed her body. At once I began kissing her naked breasts. Small circles I made with the tip of my tongue around each nipple, so dark and rigid... pointing straight up from her chest. I dragged my tongue from right to left then back again, my right hand slowly eased her pretty panties down her thighs and over her knees. She removed them herself with deft motions of each leg. I drug my tongue slowly down her chest then moved my body between her legs, opening them so I could fit there kneeling. Gently, easily I began kissing lower and lower... finding her wonderful mound with it's thick thatch of neatly trimmed pubic hair. Here is where the Cache had been applied! I inhaled and felt a dizzying wave of highness float through my head. Opening my eyes and lifting my head a bit, I now gazed at Valerie's most private of privates. Her pussy was indeed a thing to behold... the pubics trimmed back to reveal a very prominent set of outer lips which were now quite open and inviting. Folds of sweet female flesh here beckoning me to explore, to enjoy. Valerie's inner lips were extremely wet and glistened with her moisture even in this low light. Open a tiny bit and ready... begging me with their smell and their shape... a perfect flower. Above, her clitoris protruded shiny and swollen... pink and stubby, but easily accessible and yearning. Val whimpered then... a short, desperate, impatient sound. She began to very slowly rotate her hips and lift her butt just slightly off the bed. I watched her for a moment or two... enjoying her urgency. I fought with every strand of my will not to simply mount her and begin banging into her body to reach my own release... no, Val deserved better. She made the little crying sound again... I gently blew upon her open pussy then. She flinched and dropped her hips to the bed at once, inhaling quickly... I'd surprised her. I turned my head to her right thigh and kissed her there wetly. She moaned a little. I kissed the opposite thigh... the whimper again. I then very quickly and lightly fluttered my tongue from the bottom of her open slit to the top, over and, quicker still, around her pointy clit. Val grunted and then hissed through her teeth inhaling a deep breath. I moved down and gently nibbled on the left outer lip, sucking it into my mouth and twirling my tongue over it... Valerie Comes Out of Her Shell Ch. 1 "Mmmuhhh..." Val grunted. My lips sucked and pulled at the other side... I kissed, sucked... then began dragging my tongue up and down, up and down the entire length of her drooling pussy. Salty and female... my mind left me then. I concentrated on Val and her every sound and every move. She was groaning and pumping her hips along with my movements, frantically holding my head, then my shoulders, then the bedspread. She clawed the headboard and then slapped her hands flat on the bed again, moaning and grinding her crotch to my mouth. I reached up to hold and squeeze and caress her stiff nipples while moving my mouth on her pussy. "Dave... Dave... uhh.... huh...huhh... uhhhh dave dave dave...." she yelped my name over and over, her voice reaching higher and higher pitches as I sped my tongue and the motion of my head... up down, up down... side to side and up again.... "God Dave... dave dave da-vid... uhhhnnnn.. huh huh huhuuhhh.....mmmmm...dave...uh da- ...oh oh oh oh ohh..." she grunted deeply, held her breath for a moment... I could feel her hips stop moving for perhaps three full seconds, tensed and taut all over, then her orgasm exploded. "UHHHH.....ooohhhh goddddd daaaaavid...." she howled like no other woman I'd heard before. Realizing she was in the throes of her climax, I flattened my tongue to cover her entire open cunt and firmly moved my head up and down, fighting to stay with her as her hips bucked and jerked, lifting us both completely off the bed... first up, then down, then right, then up again, grinding her sex into my mouth, both her hands pushing the back of my head tight to her cunt. Valerie's orgasm lasted a minute, perhaps ninety seconds. She would loosen her grip on my skull, then suddenly clutch tighter, relax... then pull again as I slowed my movements as she slowed hers'... both of us breathing heavy. Finally... little by little, Valerie relaxed, cooing a chorus of "uhhmmmmm... ohhh david... uhh uhhhnnnn... oooooo...uhh uhhmmmm... ohh my godddd david...." until finally she was lying breathing and softly murmuring under her breath. I stayed very still, my hands holding her hips lightly. I heard a quiet snore. Disengaging myself from between her silken thighs, I moved up and layed next to her. Valerie had drifted off into a light sleep, breathing deeply and moaning softly. I slid my left arm under her neck and wrapped my myself close to her, kissing her cheek and falling asleep as well. We awoke together, chilly but satisfied and happy. Valerie bounded from the bed and returned a second later with a huge fluffy comforter to cover both our naked bodies on the futon. We cuddled to each other and warmed up by kissing and sliding our hands over each other's skin. Suddenly I felt Valerie's hand lightly, quickly sliding up and down my hardon... "There's something I didn't give you last night David..." she said to me, smiling wide... But that's another story... To Be Continued... Valerie Comes Out of Her Shell Ch. 2 Val was lying on her right side, facing me, lying on my left side. The huge comforter was pulled up completely over our heads. "I'll warm us both..." she said to me, breathing quickly, smiling wide and inhaling through clenched teeth. Her tiny left hand was clasped very lightly around the shaft of my thickening cock. She slid it fast, up and down, not gripping me at all really, just sliding her hand with her fingers loose but wrapped around me. The feeling was unlike any handjob I'd ever had. I closed my eyes and grinned under the cover. "Mmmmm... seems to be working..." said Val, "dam... mmmmm... oooohh..." I reached toward her and rested my right hand on the luscious curve of her hip. "MM! DAM David!" she exclaimed suddenly and then began sliding her open palm from the tip of my hardness down and back behind my balls, cupping them a bit each time her hand withdrew. With her warm body under the cover plus her hot breathing, in five minutes I had begun to get too warm. I pushed the cover back off of the two of us. Valerie then tipped her head down and looked at my straining cock. She was breathing through her wide open mouth very deeply. Just the sound of her inhaling... exhaling gave me more of a turn-on. "Hon... oh..." I said reaching down to lightly grasp Valeries' upper arms. I wanted her to stop stroking me off. She had me a lot closer to filling her hands with cum than she knew. "What's wrong...?" "Absolutely nothing, baby..." I pulled her hands away from my cock as I moved up onto my hands and knees, rolling her onto her back and straddling her across her slim waist. I put one of Val's hands on each of my thighs and straightened up, took a deep breath. "You're gonna make me go POP! too soon..!" I said looking down at her. From a window at the top of the basement wall to my right, sunlight poured in. This was the first time I'd seen Valerie completely nude in good light. My breath caught as I gazed hypnotized at this perfect body... Val was lying flat on her back with her arms now at her sides. Her hair framed her face and spread across the pillow all around. She had tan lines, very faint, but lines they were. Her breasts were somewhat flattened across her chest and swelled at each side, full and curved. Tiny brown nipples no larger than the end of my thumbs and standing out proud and stiff, pointing slightly left and right. Her tummy was taut and flat with a womanly swell that invited the lips to taste and explore. Inward navel, so puckered... so cute. Val's hips curved out then turned back in again to provide for her firm and long thighs. Tan lines here. She favored a French cut bikini and pulled the waistband very high upon her hips while sunning. I moved back further... now sort of hunching on her legs just below the knees. Her mound was exquisite to look at. Thick, copious brunette pubes... very dark and trimmed, but completely covering her mons. The night before, while kissing and loving Valerie here, I had thought that she must have a very generous pubic thatch... I could feel the thickness of the tiny curly hairs but could not see in the dim candlelight. Now my suspicions were confirmed. "Ohh, sweet girl..." I whispered and leaned over to kiss her bush very lightly, inhaling her sweet musky scent, "you... are... incredible..." I kissed again and again, then just stayed there... my nose buried in her gorgeous warm female sex. "Valerie...." I whispered into her pubics. "So sweet and warm...." My tongue had begun to tease and poke a bit... exploring and delighting in the salty and musky tastes it encountered here... there. I wanted her so badly now my head spun. I slowly began kissing around the top of her moist slit. Val's clitoris was swollen and peeking from between the inner labia... shy, reserved. Just like the girl herself. I kissed her there... sucked, licked. Val cooed her approval of my proddings. I had another plan... I kissed, licked, kissed my way up her tummy very slowly and steadily until I was on all fours and hovering over her firm round breasts. I licked each nipple and made them wet... glistening in the sunshine through the window. I blew on them lightly and watched both become stiff little knobs riding her boobs and pointing up so cute. I now crawled forward on my knees until I was straddling her chest with my throbbing hardon standing tall right above her breasts. I reached with my left hand and pushed my cock down to her chest. I began to glide my hips to and fro... sliding my cock along slowly. Val lay watching what I was doing... a satisfied and curious look on her face, but made no other move. "Ever do it Russian style, hon..?" I said. "What's Russian style?" she asked, furrowing her brow a bit. "Hold them together..." I said. Val lay still, then looked up at me with confusion on her face. "Like this..." I said and reached down to gather her lolling breasts to push them together. "You do it..." Val somewhat clumsily put a hand on each boob and tried to create a cleavage. Her hands slipped loose... "Make fists..." I folded her fingers up into the palm of each of her hands, "then gently push so they just touch together..." She was a natural. Soon I was pumping along as Val stared down between her tits, watching my cock glide back and forth. I was intrigued that she had never done this before now. "Mmmmmm... that feels good..!" she said grinning and glancing up at me now and then. "Make me slippery, hon... use a little spit..." I said. Val eagerly tipped her head forward and met the tip of my cock with her pink, wet tongue. I groaned and watched her expertly begin to meet my thrust and swirl her tongue around the head in perfect timing. I was harder than ever now. "Oh... wait..." she said and let loose with her right hand. She very quickly and demurely drooled spit onto her fingers then slid them under my cock. Placing her fist against her breast again she said, "Now try..." I moved half an inch and let out an animal roar. So warm and slick there between her boobs... I pulled back, pushed in, back, forward... Quickening my pace, I could feel the first tingle of an impending explosion. I pumped faster... riding her tits madly... throughsting at breakneck pace... "Jeee-sus Val.... I'm gonna cum baby... uhhhhmmmm ohhh UHH!!" Jizz blasted from the tip of my cock. Val was not quite ready for it. The first wad splattered onto her upper lip and gum, but at once she opened her mouth to catch the next two spurts. She extended her tongue and murmured in her throat, lapping up the remaining dribbles and smiling all the while. My legs trembled and quivered... my arms were weak and shaky from supporting my weight above her. It took all of four minutes! Finally my spasms subsided and I lay next to Val, spent and breathing hard. "That was very different..!" she said enthusiastically, smiling and wiping the errant spurt from her chin and cheek then licking the goo from her finger. "Be right back..." she said and leapt from the futon, then disappeared around the screen. I lay very quiet and still then thinking how dumb Valerie's ex-husband must be..! This girl was a dynamo-plus. Soon my heart was to normal rate and my cock lay limp and happy against my thigh... "David... stand up..." I heard Valeries' voice from behind the screen. I guess fifteen minutes or so had passed while a lay there enjoying my afterglow... dozing a little. "Val..?" I said, sitting up on my elbows. "Stand up and come around the screen, David..." I detected a hint of whimsy in her soft voice. I stood and carefully stepped around the screen on still shaky legs. "Come over here..." she said. Val was kneeling on the carpet, still nude, but holding a big wooden spoon in her right hand. I grinned and walked toward her. To her left was the container of homemade ice cream she'd been working with when I'd arrived the day before. "What are you doing, Val..!?" I said, half giggling. She motioned for me to come closer still. When I was standing directly in front of her, she reached up and placed her left hand on my thigh. "Stay right there..." she said sternly, grinning. With that, Val turned at the hip and scooped a large helping of the ice cream out of the container. She glanced up at me, smiled very wide and sweet, then opened her mouth to accomodate the spoon and the ice cream together. Next, she stuck the spoon back into the container to her left, then reached up and held my ass with each hand. She looked up at me again, then, tipping her head upward, she deftly opened her mouth and slipped my flaccid cock into her mouth. The feeling was unlike anything! Alternating warm and cold sensations over my entire cock, she quickly bobbed her head up and down, sliding me into, then out of her mouth. My being soft made it possible for Valerie to take me in completely into her mouth. Very slowly I felt the coldness begin to subside as the ice cream melted and Val swallowed it. Soon, I felt nothing but hot mouth on my thickening cock and just when I thought I could concentrate and look forward to another paralyzing orgasm, Val had scooped another helping of the ice cream onto the spoon. She let me loose for just a moment, refilling her mouth with the sticky cold goo, then engulfed me once more. This served to slow the erection I was beginning to get... it was heaven. Val kept this process going for what seemed like an hour. My cock would become stiff, then Val would insert more ice cream into her mouth and slow the building sensation I had. Finally, I began to beg her not to take any more... just let me finish! I was wobbling back and forth, my knees buckling from time to time. At last Val sucked and kept sucking... I could tell she wanted it now. Her right hand cupped my balls and her left was in her own crotch working her open sex. Her nipples were stiff and pointy and she was moaning deeply, urgently as I began to smell sweet female wet drifting up from her to my face. I throughst my hips gently, meeting her throughsts. A dribble of the ice cream had made a sticky track over her lower lip, then dripped onto her breasts. I could hear her begin a sort of sexy, demented chant deep in her throat... "mm-hm... mm-hm... mm-hm..." coaxing me, urging me. She was very, very into her actions at this point. I was distracted for a moment when a disturbi! ng thought entered my mind... 'Is this woman sick in the head...? About sex...??' but it passed as soon as I heard Valerie begin her own orgasm... She moaned with a high wail in her throat that turned me loose as well. For about three seconds the feeling was so intense that nothing happened! I was sure I was cumming, but there was no initial spasm... All feeling seemed to end for this moment and I hitched in a breath, holding it... then an orgasm like none I'd had before began. It was long and drawn out. No bucking, jerking squirts... just a tingling and draining feeling as my cum very politely exited. The jangling, slow spasming in my gut made me howl and call Vals' name over and over as she groaned and squirmed before me. My cum must have lasted 90 seconds. Even as my cock went soft once more, the tiny electric jolts continued until every single trace of cum went into Vals' sweet, sweet mouth. I was hunched forward, balancing on her shoulders, knees bent slightly... breathing hard and seeing spots. "Uhh... mother mary that was.... my god Val... " I panted into her right ear as she continued to slowly milk my limp cock in and out of her warm mouth. At length she slipped me out but held it with her hand, kissing it and nibbling softly... purring and murmuring quietly. "I gotta sit hon..." I said, kissing the top of her head and wavering back on my heels. She stood slowly, unsteadily and hugged me. We turned slowly and walked to the futon, laid together in each others arms... and drifted off to sleep once more. I awoke perhaps an hour later and looked over at the sleeping angel next to me. She snored very softly. I slid my right hand onto her hip and then around to her firm round butt. Kneading her bun slightly, my cock once more began to thicken. Val moaned low and soft... "mmmmmmm...." I had yet another plan... But that's yet another story... To Be Continued... Valerie Comes Out of Her Shell Ch. 3 "Sweet Valerie..." I whispered, inhaling the scent in her dark brunette hair. She was lying to my left, curled up with her head resting on my left shoulder. Her legs were entwined around mine. I was lying flat on my back reaching behind her to hold her butt and occasionally slide my right hand up her smooth back. I glanced around the room. On a very ornate nightstand next to the bed I spied a small digital clock that read 2:09pm. We had been asleep until about 11 this morning, so our playtime had taken up the better part of three hours. I grinned thinking of my genius asking Valerie out. Then I thought of the bucket of ice cream on the floor.... Very carefully I slipped loose from Val and covered her with the fluffy comforter, trying not to wake her as I did. I stepped around the Japanese screen and there was the bucket, spoon sticking out, marooned in the center of the floor. I padded lightly to it and looked in. It was melting but not completely gone as yet. Lifting it I stepped to the freezer unit and quietly replaced the bucket with the lid tightly covering it. Now I was holding a sticky wooden spoon in my right hand. Not seeing a sink, I headed for the stairs. Once above, I located the kitchen easily and rinsed the spoon... left it in the sink. I got nosey then. I looked around the three rooms I could see from where I was and saw that Valerie was a very neat and orderly lady. Almost too ordered. On the wall in the dining area was a photo of Val and a handsome man wearing a somewhat goofy looking pirates' cap. He was smiling and holding what looked to be a cocktail of some kind in his right hand. Valerie was not smiling. She was looking to the right of the camera and had a look of exasperation on her face... impatience, even fear. "That's Howard... my ex...." said Val. I was startled and looked quickly toward the sound. Val was standing at the top of the stairs smiling and looking at me. My breath caught again seeing her. She had slipped back into her jeans, but did not have them fastened... zipper down. She wore no top at all. "He and I were in Florida for a week... had that picture taken at a club." "How long were you married?" I asked as gently as I could. "Two glorious years..." Val replied flatly, "glad that's over..." She walked to the sink then and said nothing more, only took a glass from the cupboard and poured herself some orange juice from the fridge. "Want some..?" she offered her glass and stepped toward me. I took a sip and handed it back to her. "I'm gonna make a little lunch... are you hungry?" "I could eat a horse... with ice cream..." Val smiled her wicked smile and turned to the kitchen hitching up her jeans. After watching a topless Valerie prepare two very light and tasty salads for our lunch, she and I sat at her dining table silently for a few minutes. "I'm gonna get a shower..." she declared, "something sticky on me..." she said with that smile. After rinsing our plates she turned and started down the hallway. "Coming with..?" I nearly sprinted down the hall.... We stood under streaming hot water, facing each other, arms wrapped around one another, kissing sloppily. Vals' body was wet and slick against mine. She turned around and picked up the soap bar to begin sudsing. I reached around her and pulled her back against me... my hardon fitting nicely between her wet buns. I took the soap from her hands and began to glide the bar in gentle circular motions on her tummy. Up to her breasts, back to her tummy... lower to her thighs. Val had tied her hair on top of her head and I sucked gently on her nape watching over her shoulder as my hands slid in bubbly trails along the outsides of her womanly hips. "Mmmmmmm... god you're a beautiful woman Valerie... sooo beautiful..." I said low into her ear, nibbling the lobe and kissing lightly. We took turns soaping each other and scrubbing and rinsing, then shut off the water and began to dry each other as well. I could not keep my hands off this gorgeous girl! Val let her hair loose and shook her head a bit to allow it to dry at the ends and around her face. "Let me brush your hair, Val..." I said, half asking, half begging. Her eyes lit up, "Are you serious..?" she said. "I'd love that!" We hung our towels and walked into her bedroom holding hands. Val arranged several large pillows on the floor at the end of the bed upon which she finally sat with her back to me, sitting on the foot of the bed. I began to brush snarls from her hair. "My ex would never ever do something like this for me..." she said. Her eyes were closed and there was a smile across her face. She was enjoying my efforts. "I hope you don't take offense Val..." I began, "and it's not really my business but, if you don't mind my saying, your ex must have been a real dumbass.." Val threw her head back and let out a very rich and genuine laugh. "Oh David...!" she said, still laughing, "you are sooo right! He was a dumbass alright! A real and true dumbass!" She laughed for another couple minutes, giggling... slowing down, then starting all over again. "Val... why do you play your good looks down so much at the office? Since the moment I saw you yesterday before we went to the Fair, I've been wondering how you could be the same Valerie..!" "It was the dumbass... his fault..." she said haltingly. "He made me feel rather worthless in those two years we were married. I was the real dumbass...! I let him convince me of it!" She giggled a bit more then, but not with humor so much as humility. "Well..." I said, brushing the last of the snarls out, "I don't even care to hear what he said to make you feel that way, Val. Just know this... I think you're a sexy, intelligent, sensitive, witty and utterly gorgeous woman. Okay..?" Val turned around onto her knees atop the pile of pillows, faced me, her hands on my knees... "Okay." she said and kissed my mouth quickly. Then she tilted her head down and looked at my flaccid cock hanging/lying on the bedspread. "Yer pretty hot too, David..." She then leaned down and before I could say a word took the entire length into her warm mouth, burying her nose in my pubic hair. She did not move, merely held me this way for a minute, then I felt her tongue begin to slither along the top, sides, underside. The inevitable began... my cock thickened and lengthened in her mouth. I straightened my legs out from under me and leaned back on my hands. My god, I thought, this girl...! I reached down and began pulling Val up to me from under her arms. She dropped my erection from her lips and crawled forward. We kissed as I eased myself and her back onto the bed. Rolling her over, I laid her on her back and let my hands slide over her warm skin... kissing her mouth. Soon my lips wandered over her body and Val began panting as I teased her with my tongue and lips. I moved around into a 69 position and she greedily gobbled my cock back into her mouth as I kissed and tounged her sweet wet pussy. She smelled of jasmine and spice and in three or four minutes I pulled my hips away from her face and moved around quickly, laying my body flat over hers. "I want to make love to you Valerie..." I said to her. I gently moved to the foot of the bed and fetched one of the pillows there. Moving again next to her, I snaked my left hand beneath her slim waist and began to lift her bottom off the bed. She got my hint very fast and assisted by pulling herself up and holding there for a moment while I slid the pillow under her butt. She rested again and at once spread her long legs wide apart, pulling her heels off the bed and bending her knees. I crawled around to put myself between them. This sight was another work of art. Not an ounce of fat showed upon this girls body and her slit was so very wet and wide open, glistening with lubrication and seemingly reaching out for my cock. I moved closer on my knees and then gripped the shaft of my cock at the very base with a thumb and forefinger, bending it slightly down and pointing the head directly at the wet opening. I slid the tip up and down her wet lips, putting some lubrication on me as well. "Oh Daaaa..." Val said, very much out of breath and gazing down at my cock, "do it David... uhhmmmm..mmmmmmm... ohhhh fuuuuuuck me David...uhhhhhnnnn...." I gently inserted the head. My mind nearly snapped at the hot, wet feeling of Vals' cunt. I pushed forward a bit and watched two inches disappear inside her... I pulled back gently and left only the very tip still in her... forward... three inches... four... six.... I pulled back out completely and heard Val make that cute, desperate whimper. This served only to turn me on more. I very gently but steadily imbedded my raging cock in Valerie. I stopped and did not move then, savoring the heat and the wetness inside her. Val was now clinging to the bedspread, her hands in fists gripping wads of the cover and making short, animal grunts in her throat. She had her back arched and then flat, arched, flat... I moved with her so my cock would not slide in or out. I could tell this was maddening to her. Still on my knees, looking down at Val with her legs wide apart, I leaned back on my hands and lifted my butt off my heels. This buried me a bit deeper and I could feel Vals' cervix on the tip of my cock way up inside her... "UHHhhhhh.... Dave.... uhuhhh... fuck me Daaa... FUCK meee....!! Huhhmmmm... " she cried. I began to pump her slowly, drawing back a few inches then driving forward with a quick motion that sent a gripping spasm thru her pussy, gripping and clenching my hardon with each withdrawl. I did this steadily... somewhat teasingly, if it had been as long as she'd said since her last real fuck, I knew the tension would drive her wild. Soon Vals' hands were slapping the bed at her sides. She'd let go and raise her hands then bring them down again as if being tortured. I pumped her steadily and faithfully, never going any faster or slower and never pulling back too far... just a slow, steady pistoning that suprisingly enough wasn't edging me too close to orgasm. My focus was on Val and her rising passion. It was fascinating to watch and hear... "Dave... uhh... uhhh... mmm ohhh DAVE..! PLEASE...!!" she cried out and began to buck her hips, attempting to make me move faster. She wrapped her legs arond my waist and tried to pull me deeper into her but my leverage was firm and I held off, watching her contorted face. She was opening and closing her mouth, running her tounge round her lips and squinting her eyes tightly closed... inhaling in gulps and gasps. All at once Val arched her back and reached down with both hands, one on each of my thighs, gripping tightly, painfully... digging her nails. "Uhhh...OOH OHHH OHHHHHH AHHHHHHHUHHH....!!" she was yelling now, loudly and very high pitched. Her legs squeezed me tighter and she tensed all over with her head tilted all the way up, mucles straining. This orgasm was more intense than the one she'd had the previous night... longer and all-consuming... I continued my steady pistoning until her grip went lank and her body relaxed. She came down slowly... the jolts ebbing away little by little... leaving her loose around my cock and utterly dripping, running with juices. I slowed my thrusts to a very tiny pump now and then, my cock still as hard as when we began. Gently and very, very slowly I pulled out of her cunt, my cock springing upward. "Mmmmmother of god David...! Thasss.... uhhhhmmmm..." her voice trailed off then and she lay panting and breathing deep, her breasts heaving on her chest. I moved up on all fours and hovered over her. I placed my cock down against her damp mound and pushed down on her. She ground her hips up to me. Without a word I pulled my hips back and began to enter her again. No resistance inside her at all now... she was very open and wet. I slid my entire cock completely into her wet cunt and then wrapped my arms around her, cradling the back of her head in my right hand. I now pulled up on my knees a bit to take my weight off her and began to pump in and out steadily, slowly. Her cunt was looser now but not so much as to not be pleasing in it's sensation. Wet and slippery... so hot that it felt as if I had inserted myself into a burning oven, which, in effect, I had... "Oh Dave... I'm... uhhh.. uhh..." said Val as I pumped into her again, steadily and mercilessly. She met my thrusts now with sexy motions of her hips and thighs. I sped up and began licking her nipples... sucking and biting. Val began her moaning and that throaty grunt again. I could tell her lust and passion were rising. I moved my hips from side to side and this brought her to a new height of lust. Val had her arms around me urgently pulling me down to her with each inward thrust... I felt her nails digging again. My cock felt three feet long so deep inside her... harder than I remember it ever being. I stopped riding her then and reached my left foot outside of hers and said, "Close your legs together, hon..." She put her legs tightly together at once while my cock lay buried inside her. I spread my legs apart and put the weight of my lower body on her thighs, pumping her now... My cock gliding along high up and going into her from a downward angle, rubbing directly against her stiff clit. Val went completely bonkers then. She yelled out so loud that I had thought at first I'd somehow hurt her. She bucked and ground her hips up toward me in a frenzied manner, clawing my back with her nails... she cried out and became completely tense again. "OHHHHHHH.... DAAAAAAVIIIDD....!!! UHHHHHH HUH HUH HUH...!" she bellowed as she began another orgasm, this one more fierce than the first. For a moment, with all her clawing and thrashing, I thought she was going to hurt me... Val's strength seemed to have increased as she howled long and loud with each spasm that jerked through her belly. She lifted herself and me, together, off the bed, supported by her upper back and heels. It was all I could do to hang on and continue pounding into her body in this position... After she had cum no less than four times, I began to feel my own building climax. I did not slow my pace, however. It seemed to me that at this velocity and in this position I was going to have a real nuclear ignition. Further and further the tingling went up, up, up until I was teetering at the edge. "Val... goddamn baby... huh huh.... I'm.... gonna... cummm...mmm...mmmm...mmm..." I said to her, panting and sweating. "UHHHHmmmm.... Daaaavid.... don't cum.... inside meee...." she said, "uh uh.... cum on my.... belly... OHH OH ohhh...ohh...uh uh...." Valerie was now holding my ass with each hand and literally slamming me down against her every time I began my inward thrust... "Ohhhhhh Daaa.... vid.... UH UH UHHmmm...mmmm... mmm... do it baby... uhhhh-huh... cum for me....OHHH OH OHH.... DO IT!!" she cried. I pumped in one more time and as I did, Val clamped her legs together even tighter. The sensation around my hardon was incredible. I at once began pumping furiously in and out, in and out as fast as I was able... Then I saw nothing but white before my eyes as my orgasm took me completely away. I jerked my cock out of Valerie quickly and felt a spurt of cum squish between us as she forced her hand to her cunt and continued to cum and cum, rubbing herself and groaning loudly. She was now scratching my ass cheek with the nails of her left hand and yelling for me to go, go, go... This orgasm was not as lengthy or intense as the others I'd had with Val... this time it seemed to occur more in my mind than in my body. My real joy came from hearing Valerie become lost in her own passion and joy. I'd an idea earlier that she deserved it... Laying like this together, we let our breathing and heart rates return to normal. Val continued to massage herself and moan blissfully. We again fell to light sleep. Upon waking, we remained together and talked quietly. My cock had gone soft and there was a sticky mess on both our bellys. We got up and again took another shower together. Even with Valerie sliding her perfect tits... with those pointy, hard little nipples across my chest, back and even my cock, I simply could not attain another hardon... She had spent every bit of my lust. After our shower, we dressed and I said goodnight to Valerie. It was 7:45pm when I started my truck and drove home. Next morning, putting on my pants, I noticed that Valerie had actually raised a bit of soreness along the ridge of the head of my cock... Along the sides as well. When I saw Val at the office, I noticed that she had worn her hair loose and left the spectacles at home, too. Her attire was less conservative and she seemed more alive than any of us had ever remembered her. She radiated pure wanton lust. Our mutual friend Jen came by my desk, leaned close to me, gestured toward Valerie and said, "That must have been some date...!"