At this point I stopped for a moment. Toni turned her head to me, and asked what was wrong? I told her nothing, but I wanted to know if it was okay to do undo the hooks on her bikini. She told me yes, and started to reach for them but I pushed her hand away and repeated that it was all about her. I unhooked her top and let the straps fall to the bed, not trying to remove the top itself. I started to work her back from the base of her spine all the way up to her neck and finally started to feel the results. She went completely limp, and just let herself get into the massage. Again I stopped, but this time I was direct and told her I wanted to take her cutoffs off so I could straddle her in comfort. She hesitated for a moment, but I told her to keep her swimsuit bottoms on for modesty. She agreed and reached beneath herself and undid the top button and the zipper. I told her I would take them off and to relax. I slid them down, and got them off of her. A bit of her suit edged down as well, but I quickly pulled it back into place, as to not frighten her.
I started on her legs ,calves and her feet, pausing now and then to kiss her on the back of her knees, and her feet. She wasn't making a lot of noise but was moving around on the bed more and more. I stopped again and before she could say anything, I told her I wanted to take her bottoms off so I could massage her butt. She didn't say a word, but lifted her ass off the bed so I could remove them. She had a nice behind. A bit large, but firm and inviting. I worked her body from top to bottom occasionally kissing her sensitive spots, until I finally felt she was ready. I told her to open her legs slightly so I could work her inner thighs. This time she didn't hesitate, and spread her legs wide open for me. I dropped between them and slowly bathed the inside of her thighs with my lips and tongue. The closer I got to her sweet center the more I could smell her arousal. As I got ready to taste her Toni tensed up and tightened her legs around my head. I paused for a moment and asked if it was okay for me to do this? She said she wasn't sure, that no one had done this to her before.
At that moment, had she seen my face she would have seen a look of incredulity and disbelief, but I kept my thoughts to myself, and started kissing the hollows of her thighs. she relaxed a bit and spread her legs a bit wider. I started kissing her outer lips from behind. They were soaking wet, and it made it easy to let me start working my tongue inside of her. She cried out with passion, and pushed herself back onto my mouth. I got my arms underneath her which forced her into a slight kneeling position, and I ate her out for the very first time in her life. I couldn't give the attention to her clit that I wanted to, so I asked her to completely get on her knees for a moment. As she did, I rolled on my back, and pushed myself up on the bed so we were face to face. She was holding her bikini top to her breasts, with an apprehensive look on her face. I tried to take the top from her, when she cried out, "No. I don't want you to."
"Okay, Okay. I said. Nothing you are not comfortable with. But why?"
Toni looked at me with pain in her eyes and said, "Billy said they are ugly, and no one wants to see them."
"Jesus, what an asshole, I thought to myself." But I said nothing.
Instead, I caressed Toni's cheek and drew her down to me, keeping her top in place, but pressing her chest against me as we kissed. She tasted her own juices for the very first time and it seemed to turn her on even more as she slid down on top of me in a dominant position. Finally, I asked her if I could take my clothes off? She shyly said, "Yes." and raised up on me straddling my groin.
I took off my shirt, and once my hands were free, reached for her top again and again, she stopped me. "Please, I pleaded. I won't judge."
She slowly nodded her head yes, and tossed her top off the bed. Her breasts were as I imagined in size, but they did have a slight sag to them and two light stretch marks on each of them.
Her eyes started to fill up, and she cried out to me, "See. They're hideous. No wonder he doesn't want me anymore."
"No, No, No. I said. To me, they're the mark of being a real woman. Did he really think that after two kids you would still have the body of a sixteen year old? I bet he doesn't look sixteen anymore himself? Am I right."
Toni nodded her head yes, and with that I cupped both of her breasts in my hands, sucking on her brown nipples, tracing my tongue on those subtle stretch marks, letting her know that I found every inch of her body attractive. I slid back down on the bed and let her slowly lower herself back onto my mouth, at which point I gave her clit the attention it deserved. I lashed it lightly, then firmly, around it, then directly on it until her breath quickened and it became gasps. She grabbed the back of my head, and pressed her entire weight down on my face, and screamed with joy, as she rode out the long wave of her orgasm.
Eventually, she fell to my side on the bed, with her arm across my chest trying to catch her breath. At that moment, her phone rang. She jumped off the bed, looked at the number, and ignored it. I had stood up next to the bed, and took my shorts and underwear off, letting my poor cock finally spring into full view. Toni's eyes widened a bit when she saw it, but at that moment, her phone rang again. This time, she answered it. It was Nikki, who was surprised that I was still there, but was reassured by Toni that everything was alright, and she would tell her the whole story in the morning. I had laid back on the bed, and gestured Toni back over to me after she hung up. She sat on the side of the bed and looked at me for direction. I told her to get on top of me. That I wanted her to control the ride.
Toni looked at me for a moment and said, "Billy never lets me do that. I've always wanted to, but he always wants to be on top. He says he enjoys it more that way."
"Well, I replied. This isn't about me or Billy. As I said, this is all about you."
And with that I pulled her on top of me. Toni opened her legs above me but waited on me to make the next move. I rubbed my head against her still very wet lips, and let her slowly lower herself on to my rock solid cock. She continued down at her own speed until our pubic bones made contact with each other. At this point, she became unsure of herself, and looked to me for help. I got my hands under her butt, and started to raise and lower her on my spear. Toni finally found her rhythm, and took my hands out from under her ass and pinned them above my shoulders. She started riding me faster as she became more comfortable. Her moaning became deeper and longer as she gripped my hands with a strength I didn't know she had. She started kissing me deeply as her orgasm approached, when finally she raised up off my chest, looked right into my eyes, and cried out my name as she came. She continued to grind on me for a few seconds as the moment passed. She dismounted me and laid on top of me, kissing my face, lips, and neck.
We rested for a few minutes, when Toni noticed my cock was still hard.
"Oh no. She cried. You didn't cum."
She started to get upset, but I stopped her by saying again it was all about her, and not to worry. That wasn't good enough for her though, and said she wanted me to cum, but was too sore to take me back inside her. I suggested that she go down on me but she wasn't comfortable with that, and I told her I understood. We laid there for a moment, when I felt her hand drop to my cock, and slowly start to stroke me. Her juices had dried on me by this point, so I told her to stop and let me get the baby oil. I drizzled some on myself, and told her to continue. She was a bit hesitant at the beginning, but picked up the pace as she gained confidence. I was on my back, and she was on her side as I got closer and closer to my release. I told her I was ready and kissed her but she pulled back from me and locked her eyes on my pulsing prick. I felt it rise through my cock, and I started to shoot. A huge load, that shot up onto my chest and belly, gave me the release I so desperately needed. Toni looked at me with her mouth open in surprise, when suddenly she shyly stuck out her tongue and took a drop of my cum off my chest. She hesitated for a second, then licked all of it off my chest, belly and cock. She took my cock in her mouth for a few seconds, but then pulled off me, rose back up and kissed me.
We laid in silence for a few minutes, when Toni turned on her side and told me. "Look, I don't know what is going to happen with Billy, but I am so glad we found each other, at least for this one night."