The front desk called my room to let me know when Denise had arrived, so I okayed her being sent up. I heard Denise's voice in the background, then the desk clerk said, "She said to make sure that you are naked," before hanging up. Luckily, it didn't take much to get naked, so by the time she knocked on the door I was ready. She was dressed pretty basically, I guessed not to arouse any suspicion in her husband. She came in and once the door was closed and locked, we were in each other's arms. As we made out, I picked her up and carried her to the bed, crawling up on my knees until I could lay her in the middle.
Instinct would have had me go right for her tits, but I figured every guy probably focused on them first. I was still anxious to eat her pussy, so I went right to unfastening her khaki shorts instead. I slid them down and off, revealing her pink bikini panties with a damp spot on the front. I kissed her abdomen just above her panties, inhaling the musky scent emanating from nearby. As she raised her ass off the bed, I slid her panties down and off, giving them a sniff before tossing them toward my luggage.
"I hope you remembered an extra pair," I said as I lowered my head and began kissing along her inner thighs. She didn't answer, just moaned softly, her eyes closed and a big smile on her face. When I reached her pussy, I licked up her smooth lips, which were stubble free and obviously recently shaved. She was secreting copious amounts of pungent excretions, which I slurped up with relish. Her soft moaning was getting slightly louder as I ran my tongue up her slit over and over, enjoying the juices she was providing me. As I settled onto my stomach between her spread legs, I allowed my tongue to finally contact her clit, eliciting an even louder, prolonged moan.
I ran my tongue over her clit as she writhed on the bedspread, indicating to me that what I was doing was appreciated. As I licked and sucked her clit, I slipped a finger into her, easily penetrating her lubed channel. Her warm, slippery softness embraced my finger momentarily before I commenced sliding it in and out. I knew I was going to enjoy fucking that pussy again. Denise was really into all of the stimulation, demonstrated by her moaning and gyrating, which were both picking up in intensity. For my part, I was really into providing the stimulation. Her pussy was so tasty and hot and slippery; when she finally came with a fresh burst of nectar, I continued to slurp it up.
Denise never indicated that she wanted me to stop once she had cum, so I continued to eat her with the same enthusiasm I'd started with. My cock was so hard it was about pushing me up off the bed, but I knew there would be plenty of time to fuck her. I was just really content to be running my tongue over her clit while pumping a finger in and out of her slippery pussy. What finally caused me to quit after eating her to her third orgasm was tongue fatigue. I just wasn't used to eating pussy for such an extended period of time. The desire was strong, but the tongue was weak, so to speak. After I was certain she was on her way down from that third orgasm, I began kissing my way up her abdomen, pushing her shirt up ahead of me. As I reached the bottom of her bra, I raised my head and moved the hem of her shirt above her tits. Her hard nipples were pressing out insistently against the thin fabric, so I leaned down and alternately sucked each of them through the material.
I raised my head again after a minute or two and brought my lips toward hers while simultaneously guiding my rigid tool to her waiting pussy. She moaned into my mouth as I finally penetrated her with my cock. Our tongues intertwined while I began pumping my cock in and out of her slick pussy. I started out with long, slow strokes, enjoying the pleasurable friction of her pussy and the taste of her mouth. I could feel her raising her hips to meet my incoming thrusts while her hands moved down to start pulling her shirt up and off. I moved my face away from hers as she pulled the shirt over her head, then brought my lips down to her neck as she tossed it aside. I kissed her neck and along her jaw line while fucking her before bringing my lips back to hers. As I started kissing her again, she paused to ask me not to cum in her then corrected herself with a smile, saying not in her pussy, at least.
I kept pumping her sweet pussy, going from long, slow fucking to a faster pace as my orgasm approached. She was right with me the whole way, grunting lustily as I drove as deeply as I could into her. When I knew that I'd have to be pulling out soon, I slipped my hands behind her back and unfastened her bra. She took over and pulled it free, tossing it aside, pulling her lips away from mine only long enough to do so. I forced myself to pull out of her pussy when I knew I was as close as was safe, then rose to my knees and crawled up to straddle her ribs with my cock waving before me. Lowering myself down, I lay my cock between her fleshy globes, which she then squeezed together. Leaning forward with my hands planted on the bed above her head, I slid my cock in and out between her sweet tits.
I watched as my cockhead peeked out of her cleavage with each thrust and as she started to raise her head, darting out her tongue each time the tip of my cock emerged. I thoroughly enjoyed the feel of my cock slipping between her tits, appreciating how unlikely I would have found the possibility of being in this position 24 hours earlier and how unlikely it was that I'd ever be in this position again. Looking down upon her big tits, the aureoles and nipples I had yet to lick and suck, and feeling my cock slipping between them while my balls dragged along the smooth skin below her rib cage, I brought myself right up to the edge of spurting onto her face and neck. At the last minute, I pulled my cock free and moved forward to slip it into her mouth.
Releasing her tits, she grabbed my ass with one hand and my shaft with the other, both seemingly to pull me deeper into her mouth. The hand on my shaft pumped as she bobbed her head up and down on my cock. It took only a few passes of her soft lips and a couple of pumps with her smooth hand before I was releasing my seed into her mouth.
When I was finally spent, I reluctantly pulled my cock from her mouth and moved down the bed to lie next to her. I played with her hair and stroked her cheek as we talked, initially about the amazing thing we'd just experienced but soon about other things. I even asked her if she was happy in her life, happy with her husband. She said she was and I told her honestly that I was glad for her. It wasn't long before my hand found its way to her tits again as we talked. I hadn't actually done much in the way of fondling them yet, so I went from absently running my hands over them to actually caressing them, tracing my fingertip around her aureoles and toying with her hard nipples. As this was progressing, we started kissing again until I worked my way down to lick and suck her nipples. I slid one of my hands down over her stomach to the trim bush and finally to her smooth lips. I slid my finger up and down, feeling the juices collecting there and stimulating her clit.
Raising my head back up, I went back to kissing her while continuing to stimulate her clit. She reached out to find my cock only semi-erect and, after playing with it for a few minutes, she started kissing her way down my body. When her pussy moved out of reach, I lay on my back with my hands behind my head and enjoyed her attention. She kissed her way over my chest and down my stomach, closer to my cock, which she was still fondling. I was at about half-mast as she lay between my legs and once again engulfed me in her warm, wet mouth. I moaned in pleasure as she slid her lips down my stiffening shaft, pulling on it on her way back up. She gave my balls a few licks once my rod was completely rigid before raising her head and crawling up to straddle my hips.
I reached down to guide my cock into her slippery pussy as she leaned forward with a hand on either side of my head, her big tits hanging right in my face. As she went to work riding my cock, sliding up and down, forward and back, I started out with both hands fondling her tits while I licked and sucked her nipples once again. Her pussy was heaven, sliding up and down my cock again, so warm and wet and snug. She found a rhythm and began to ride with a steady motion while I continued to work on her tits. Keeping in mind that I wouldn't be cumming in her pussy again, I started to raise my hips along with the rhythm of her fucking when I felt the stirring of my distant orgasm. Her pace was gradually increasing as she began to moan again. I let my head drop back onto the pillow and, while looking up at the ecstatic expression on her face, slid my hands down to hold her ass, pulling her down on me as I pushed up into her. I admit, my eyes also dropped back to her swaying tits, committing their smooth flesh, large aureoles and hard nipples to memory for future recollection.