"Okay, feels like short sleeved, no, sleeveless, no, strapless," I had reached her shoulder and traced my fingers along her collarbone, then down between her bare breasts, "um, topless," I crossed the soft skin of her stomach and moved toward her hip and down her leg, "and bottomless, wait," I brought my hand back up to her stomach and slid it down until I barely touched the top of her bush, "ah, at least I don't have to shave first." I slid my hand out from under the covers. Theresa had a smile and a faraway look on her face. "I guess the dress code is birthday suits only?" Theresa nodded so I stood up.
I started to unbutton my top shirt while she softly hummed some striptease music for me. I pulled the tails out as I unbuttoned, then let it slide down my arms and drop to the floor. Next, I unbuckled my belt, unbuttoned my jeans and slid the zipper down. I pushed my jeans off my hips and let them drop to my ankles, then stepped out of them and kicked them aside. Now I was wearing just boxer briefs, a black t-shirt and socks. I pulled the socks off with my feet while pulling the t-shirt over my head and was soon wearing only the briefs.
On the drive over, I'd had butterflies in my stomach, not really knowing what to expect once I got there. Since slipping my hand under the covers and discovering Theresa to be nude, however, I had become quite aroused. I wasn't too concerned that Theresa would be shocked by my state, even though it may have been presumptuous of me to assume that she would be expecting it. In any case, the front of my boxer briefs was being pushed out by my rigid cock. I was watching Theresa's eyes as I grabbed the waistband, and they were locked below my waist. I pushed my boxer briefs down slowly, my cock gradually being exposed until it popped up and pointed at her. I noticed her eyes getting wide and her curious smirk turning into a smile. My briefs dropped to my ankles and I stepped out of them.
I walked around to the other side of the bed and slipped under the covers. It wasn't exactly freezing, but it was definitely warmer the closer I got to Theresa. I reached out for her and found my hand on her hip, so I pulled her closer to me as I maneuvered closer to her. Her arms went around my neck and she brought her lips up to meet mine. This wasn't the first time we'd kissed, but it was the first time we'd kissed while naked together. My cock was a steel rod between us and, as I moved closer to her, the head brushed against her pubes. She reached down between us and grasped it in her small, warm hand, stroking it gently and rubbing the head against her clit. I slid my own hand around from her hip to her ass, running it over the smooth globe.
I pulled her as I rolled over onto my back, so that she was on top of me still holding my cock against her pussy. Getting her knees under her, she held my cock at the opening of her pussy and sat down on it. Her pussy was hot and wet and she was clearly very worked up. Her tits, which I had never seen uncovered before, were hanging right in front of me. I brought my hands up to them as she started to move up and down on my cock. Her tits were average size but she had really big areolas topping them and her nipples were nice and hard. Raising my head slightly, I licked around her areolas, switching from one titty to the other before alternately sucking each of her nipples.
Her pussy felt amazing sliding up and down my rod and she appeared to be enjoying the ride. I just lay there, licking and sucking her nipples, essentially letting her do all the work in the hopes that she would get off. I was so horned up, between the titty bar and being here with her, that I was afraid I'd be done in just a few seconds. That was part of the reason I'd pulled her on top of me so quickly β staying power. A condom probably would have been helpful, as well, but I had completely forgotten about them. I murmured something about getting one and she replied between moans not to worry about it, that she was on the pill.
She rode me for about ten minutes before slowing down and shuddering as her orgasm passed through her. I pushed deeply into her, hoping that would help with the intensity of the pleasure she was feeling. Pulling her down against me so I could kiss her, we slid our tongues into each other's mouths. My cock was still buried deep into her, so I rolled her over onto her back. As I continued to kiss her, I started pumping my cock in and out of the snug, slippery confines of her pussy again. Having made sure that she was satisfied, it was now my turn for an intense climax. I just kept pushing into her, thinking there is no way a pussy could feel better that Theresa's. I wanted to fuck her for the rest of my life. After 2 or 3 minutes of hard thrusting, I felt an orgasm unlike any I'd experienced before washing over me. I don't think there was any blood going to my brain at all as I started shooting my load deep into one of my dearest friends.
I collapsed on top of her as we both panted, trying to catch our breath. We were no longer feeling the chill of the snow outside, our bodies damp with sweat. I rolled off to her side, fearing I was too heavy and not wanting to squash her. She continued to hold me tightly, pressing her face against my shoulder. Prior to this night, we had never gone beyond a little making out and now it was going to be important that we were both on the same page when we parted company at the end of this weekend. Theresa pulled back from me slightly and, looking into my eyes in the dim, candlelit room, asked one question:
"Why didn't we do this sooner?"
"Because it wouldn't have been like this if we had done it at another time, under a different circumstance," I answered, sounding unusually deep, especially given the late hour. It was now around 1 am and we were both having trouble keeping our eyelids up. Tre had enough of her wits about her to get up and extinguish all of the candles and I admired her nude figure moving about the apartment until it was too dark to see it any longer. She was back in bed, snuggled up against me, quickly and before long we were both asleep.
The next morning, I woke enough to realize Theresa was getting out of bed, but not enough to ask where she was going or what time it was. I dozed off again pretty quickly. I stirred a little bit again when I felt her get back into bed, but I didn't feel her snuggle up against me this time. What I did feel was her hand on my semi-rigid cock, followed by the warm, moist environment of her mouth. I groaned with pleasure as she began to blow me. I began to wake more and more, and I don't mean just below my waist. I was able to determine that she was on her hands and knees and her ass was just a few feet from my head. I lifted the covers, letting in enough light so that I could see her head bobbing up and down and my cock disappearing between her lips. Damn was she good!
Looking to my right, I saw Theresa's breasts hanging down, so I reached out and cupped the closer one. Her nipple was hard against my palm, but she didn't start at my attention; she was focused on the task at hand. After fondling it for a moment or two, I removed my hand from her breast and ran it over her ass, then between her legs. Her pussy was wet again, so I toyed with it before pulling her over toward me. While still sucking my cock, she maneuvered into a 69, positioning her pussy over my face.
I don't know if my dick could have gotten any harder, but staring up at her pussy, it sure felt like it did. I immediately slipped a finger into her while raising my head enough to start licking her clit. This time, she did pause long enough to let out a moan before returning to sucking my cock. She really was a fantastic cocksucker, knowing exactly what to do not only with her mouth, but with her hands and her tongue as well. Despite being focused on licking her pussy and trying to get her to an orgasm, I could feel an orgasm of my own coming on. I continued to work on her, trying to get her to orgasm, even as I felt my cock swelling within the confines of her mouth. I paused only as I felt my load shooting from the end of my cock, a wave of pleasure washing over me. As Theresa swallowed my cum, I went back to trying to make her cum.
Theresa let my limp cock drop from her mouth as she rested her head on my thigh. She was getting more vocal the longer I worked on her. I just hoped that I was giving her as much pleasure as she had given me. It sounded as though she was enjoying herself, so that was encouraging. I was sliding a single digit in and out of the snug, slippery confines of her pussy while my tongue lapped at her engorged clit. I could feel her starting to move her hips in rhythm with my licking and her moans were getting shorter and closer together. It was only a few minutes after I had cum that she let out a long cry and I felt her body shudder and suddenly I was slurping up a fresh flow of her pungent juice.
Maneuvering around again, Theresa lay next to me and planted a kiss on my lips. I grabbed the back of her head and kissed her back hard. When I finally let her go, she asked me how I like my coffee as she began to climb out of bed again. I told her and, before she headed back to the kitchen, she said that she'd turned the heat up enough so that we wouldn't have to get dressed if we didn't want to. She also suggested that I look out the window to check out the snowfall. I crawled to the edge of the bed then walked over to the window. I was stunned! There was at least 12 inches of snow already on the ground and it was still coming down hard. As I stood there naked watching the snow fall, Theresa came up behind me, wrapping her arms around me with a cup of coffee in one hand. I took the coffee and she just wrapped her arms tightly around me and looked out the window with me. After a few minutes and a few sips of coffee, I turned away from the window and set the cup down on the top of her dresser, which was beside the window. I took her hands as I faced her and just looked her over.
"I've been trying to picture you naked since, well, pretty much since I met you," I told her, "You look even more amazing than I could have imagined, so forgive me if I seem like a kid in a candy shop."
I led her back over to the bed and had her lay down right in the middle of it. Kneeling beside her, I first ran my fingers over her face and down her neck. I placed a hand on each breast, feeling their shape and size and her hard nipples against my palms. I leaned down to kiss her, then kissed down her neck to her tits. I licked around each of her areolas and sucked on her nipples. Straightening up again, I ran my hands over her ribs and her smooth stomach and down to her hips. Moving around, I repositioned myself kneeling between her legs.