"Carolyn, I know this isn't romantic, but I just want you to be sure about this. We can still stop. You can just leave and I will always think you are a wonderful person." He squeezed her hand, "You just broke up with your boyfriend and you aren't thinking straight."
A smile spread across her face, "And what makes you think that knowing that you care about me isn't romantic?" Carolyn saw that he was nervous and her heart skipped a beat. Her being the one initiating sex was new to her. She was usually on the receiving end of her ex-boyfriends advances. Standing up, she held her hand out to him. "And I know exactly what I'm doing." When he took her hand, she pulled him to his feet, wrapped her arms around him and pressed herself against him.
Dan felt the passion of her kiss, and sensations started stirring he hadn't felt for a long time. After his wife had died he had felt dead himself. That had slowly faded, but then every time he would get himself hard he would feel a sense of guilt and his erection would disappear.
The two walked down the hallway to his bedroom. Carolyn took her shirt off over her head and placed it on the chair next to the bed. She saw him watching her, "I don't want to have to explain to my mom why my shirt is all wrinkled." Kicking her shoes off, she lay back on the bed and just smiled at him.
The look on his face said that he wanted her and Carolyn couldn't help wondering what it was going to be like doing stuff with him. A little voice kept nagging at her, telling her not to expect too much because he was so much older. Her only experience had been with Brian, and that was only a few times. She was mostly used to being pawed until they got to the fucking part. The thing most men missed with a woman was that women didn't always get off during sex, but that didn't mean they didn't enjoy it. She was determined to not hurt Dan's feelings if she didn't.
Her arms wrapped around him again as his lips pressed to her. This time she slipped her tongue into his mouth. Being the aggressor had its appeal. She put her hands behind her back to undo her bra when he stopped her.
"Please let me do it."
Her heart was in her throat and all she could do was nod. Sitting up, she felt his lips gently nibbling her earlobe which sent chills down her spine. Carolyn thought she would pass out as she felt his tongue licking down her neck and across her shoulders. When he used his teeth to move her bra strap off of her shoulders, she got goose bumps.
Her very skin was reacting as he continued with his lips and tongue down her back, Carolyn was getting sensations she hadn't even known existed. She and her girlfriends had talked about sex and not once had anything like what he was doing occurred to them. His hands slid around her to her stomach. When he cupped her bra and gently squeezed her breasts through the material her nipples tingled in anticipation. She was amazed as her bra simply fell away from her. His hands had moved to her back and she had barely felt his fingers before he had her bra open. Brian had actually given her bruises from it.
Dan breathed in the scent of her, the smoothness of her young skin felt wonderful against his cheek. He kissed her back over and over, licking all around, stopping only when he reached her jeans.
What he was doing was intoxicating and she was having trouble breathing. Brian hadn't had any more experience than she had, they were each other's first. Carolyn felt Dan pushing her to lay back.
Dan saw her breasts and they were begging to be touched. Her nipples and aureoles were puffy pink mounds against tanned breasts that rose and fell with her breathing. He resisted as best he could, building up to that area would make it much more enjoyable for them both.
Carolyn closed her eyes when his lips gently touched her forehead. It was indescribable as he slid down her face, his tongue traveling across her closed eyes, barely brushing her eyelashes. His lips and tongue made wet trails down her face finally pulling her lips down. It tickled when he flicked his tongue over her lips and she couldn't resist sticking her tongue out so she could play with his.
She had to admit, his slow playfulness was getting her turned on more and more. As he kept going down her neck, kissing her throat it created a prickly feeling under her skin. Her eyes closed and a soft moan escaped as his lips nibbled at her ear again. Feeling him move down, she figured he would head for her nipples, and was surprised when he licked the sides and underneath of both of her breasts, everywhere but her nipples. It was driving her crazy. Brian would have started sucking her nipples as soon as he saw them and sometimes it didn't even feel good, especially when he sucked too hard. She liked the way Dan was being gentle and unhurried.
Dan was hypnotized by her young toned body and felt like he could spend hours discovering every inch of her. He figured that Carolyn didn't have a lot of experience and he had wanted to try to give her something other than a young guy only interested in his own pleasure. As much as he wanted to feel his lips around her nipple, reacting, getting hard against his tongue, he had restrained himself to prolong her anticipation of the pleasure to come.
The skin on her chest itched, her nipples needed to be touched. She couldn't take anymore. Placing her hands on either side of his face she pulled his mouth to her nipple. "Ah," she felt his lips close and he started to suck, "Mm."
Dan felt her nipples getting hard and it had definitely been worth the wait. He licked, sucked and nibbled with his lips. He would never use his teeth, this was meant to give her pleasure as much as him. He kept switching back and forth and her nipples stood out from her hard and proud. He smiled as he looked her right in the eyes and gently blew his hot breath across her hard wet nipples. When she closed her eyes and bit her lip, he figured that she liked it.
Carolyn was getting hotter and hotter. He knew how to bring pleasure with no pain other than a teasing anticipation. This was a whole new world for her and something she wanted to be a part of. She reached for the front of his pants and could feel his erection through his jeans. "I want to play too."
Feeling him move, Carolyn watched as he got up. Her breathing grew quicker as she stared. She had never seen a guy with no clothes on, she and Brian had only taken off enough to have sex in his car. For that matter Dan would be the first man to see her nude and that thought made a few doubts race through her. Even as the desire to see him with no clothes on made her focus on him, her brain was wondering what he was thinking seeing her naked? She did a mental check on her appearance -- breasts, thighs, hips, and numerous other body parts. Lucky for her, Dan could tell from the worry on her face what she was thinking.
Looking down at her he felt such desire it made it hard to breathe. Dan had gone through that very thing with his wife their first time being naked together. "Carolyn it's natural to have insecurities, but you can stop worrying. My first thought wasn't, boy, she could stand to lose about six pounds. I was thinking that you look even better than I imagined you would." He gave her a wink and watched her face as he took his pants and underwear off. He breathed a sigh of relief at her reaction, she didn't seem disappointed.
Carolyn felt her heart skip a beat. Dan had the same look of desire for her that she had seen on Brian, but he also had something else, something that she felt deep inside. He had helped to relieve her own doubts. She was able to sense his own insecurity and tried to not show a reaction. If she were disappointed it would hurt his feelings. She failed miserably. Dan was only semi hard and was already as big as Brian. She was smart enough to realize that size wasn't all that important. Especially, if you had less but knew how to use what you had. Her eyes kept going back and forth from his cock to his face with one thought she couldn't help showing -- why were you worried? He had size and he had already shown her he knew what he was doing.
Wrapping her fingers around his cock, she gently squeezed. In truth, she was experiencing a lot of firsts. Even playing with Brian hadn't been like this. There was always the worry that someone would walk up on them. Here she could relax, feeling free to explore, not just get him hard so they could have sex. As his cockhead turned purple, her tongue licked her lips. There was something else she had never done. Brian had wanted her to, but she had always said no. With Dan still standing next to the bed, Carolyn placed her lips on the head of his cock and licked all around, investigating with her lips and tongue. It was nice the way his now hard cock felt in her mouth. She had always thought it would be gross and figured that Brian would not only try to shove it down her throat but hold her head when he got off so she would have to swallow. She didn't feel those things with Dan, and wasn't sure why.
Dan watched her face as she was sucking him; her actions were hesitant and unsure. He realized that she doing this for the first time. Reaching down, he trapped her nipples between his thumbs and fingers and rolled them.
Carolyn closed her eyes to the pleasure, she could get used to doing things to him and receiving as well. He was making it difficult for her to continue. Feeling something tickle her chin, she opened her eyes to find his pubic hair against her face. She liked taking him down her throat and was proud of herself that she hadn't gagged. She let it out watching the light reflect off of her saliva on his cock. It made her want to experiment, so she did. Taking him in at different depths, sucking at different speeds and varying the pressure, she was having more fun doing it than she thought she would have.
Her eyes showed him she was enjoying herself. The problem was he was enjoying it too, a little too much. Besides it feeling remarkable, the sight of his cock disappearing past those pink lips was enough all by itself. He took his cock out of her mouth, "You better stop before you get a mouth full of something else."
Carolyn got a mischievous look; she could feel it on her face and couldn't help herself, "Would that be so bad?"
Dan kissed her, "Only if that's what you want to do."
Carolyn knew the answer before she asked, "What if I wanted to stop?" She figured he would fuss at her for teasing him or something like that, Brian would have. She was actually surprised when he simply moved away from the bed.
