I awoke the next morning my mind was a little foggy and I realized I was naked before I realized where I was. I quickly went through the events of the night before and realized I was at Helen's house. I quickly glanced to my left and Helen was still sleeping. We had not worked our way under the covers at all through the night. It was a comfortable temperature so apparently neither one of us felt the need to get under them to keep warm.
I looked at her as she lay there on her side facing me. One of the straps to her nightie was off. My eyes drifted to her cleavage. I noticed the clock behind her. It read 8:15 AM. I know it was early for her. She usually slept later in the morning. She suddenly rolled over onto her back. When she did, the other strap on her nightie slid down causing her breasts to bounce clear of the nightgown. I placed a finger on her nipple.
I started to rub her nipple making circular motions. I was marveling at them. She was in her 60's and a little overweight but they were fairly firm and the nipples were still able to perk up perfectly. I leaned in close and swiped my tongue over the soft tip, running it back and forth. It began to harden under the moist touch of my tongue. Her head was facing away and she didn't move. Her chest rose and fell in a smooth motion. I wondered, if she woke up, would she feel any different? Was it the wine last night that caused her to do what she did? I didn't really care at this point. So, I opened my mouth further and took the as much tit as I could get into my mouth, sucking softly. I wasn't able to get the whole thing in my mouth. Only the nipple area could fit. Still, Helen didn't move.
I laughed quietly wondering how I could do that and not wake her up. She was a sound sleeper. I sat up looking at her. She lay flat on her back now. Each breast was sagging off her chest because they were so big. I suddenly realized I had to go to the bathroom so I got off the bed and relieved myself. I was surprised I didn't have any headache whatsoever. I walked back into the room expecting Helen to have woken up but she was still sleeping. She hadn't moved. I crawled back onto the bottom of the bed slowly pushing her legs apart as gently as I could. I positioned myself so my face was close to her pussy.
I probed her... with my fingers parting the lips enough so I could slide my tongue along the inside of the soft pink skin. I flicked my tongue along her lips. I slid a little closer and her legs spread out a little more giving me more access. My fingers parted the lips even further so I could thrust my tongue inside. She began to stir and her legs spread even further. I replaced my tongue with a finger and slowly glided it inside her.
"What?" she whispered stretching her arms.
"Good morning," I said as I thrust my finger in and out.
"Ahh....I like waking up this way," she whispered widening the legs even further.
"I thought you might."
I withdrew my finger and replaced it with my mouth. My nose brushing against her soft hair as my mouth sucked on the lips. I nibbled and licked and sucked. The area grew wetter and wetter as her excitement picked up. My fingers and tongue began alternating licking and thrusting. Her hips started to gyrate with the motion and her moans grew louder.
My eyes drifted up and noticed her hands had moved to her chest squeezing the flesh of her tits. My body pressed down onto the bed harder as my own excitement grew. I picked up the pace and my tongue worked feverishly over the lips.
"Ahhhhh," she moaned as her hand pressed into the back of my hair pushing my head into her. My lips ground down. Her body tensed and her back arched. The orgasm came in waves as she bucked, tightened, bucked again and shook.
"My god," she hissed. "That's the third time since last night. Wow!"
"You liked that didn't you?" I asked as I sat up.
"Yeah, couldn't you tell?" she answered sitting up, breasts hanging out of the nightie. "Nobody has ever done that to me before."
"Really?"
"No," she laughed as her hand took hold of my cock and stroked it a few times. "Time to repay the favor."
"That'd be nice," I replied as I knelt on the bed. Helen leaned forward as her hand continued pumping my shaft. She stuck her tongue out and ran it along the head. Her tongue swiftly moved over the rock hard muscle.
"I have done this before," she said. "But not for a long time." I looked down as her mouth enveloped me. The warm, moistness of her mouth felt great as she slowly slid it all the way down to my sack. Wow. Like I said, I'm not huge but I'm not small either and for her to go all the way was impressive. Her lips slid up until it reached the head, then they slid back down.
"Ahhh...," I whispered.
Her hand cupped my sack as her mouth slid all the way down again. This was good head. She moved her hand to the shaft and worked it while her mouth moved in rhythm up and down and back again.
I was enjoying this immensely when I glanced in the mirror. The whole scene unfolded in the reflection. I was on my knees on Helen's bed. She was on her knees, her head going to town on my crank as her hand stroked to the rhythm of her mouth. Her tits hung down out of her clothes almost touching the bed and jiggling to the movement of her head. It was all too much.
"Ugghgh," I moaned to let her know what I was getting close. She didn't seem bothered at all and stayed glued to my shaft working it like a pro. I let loose a wicked stream. I could feel the release all the way down to my legs. She didn't flinch. She took it all in and continued the movement draining every last drop I had. It was awesome.
When it became clear there wasn't anything left, she pulled off and looked up at me with a grin.
"You liked that," she said. "Rachel doesn't do much of that?"
"No she doesn't like it too much. She doesn't like it when I do it to her either."
"Really? She doesn't know what she's missing."
"I try to tell her that all the time," I replied as I moved off the bed.
"Well, you can do that to me anytime you want."
"I will take you up on that as long as you return the favor." "No problem with that," she giggled. "But...I don't think we should go any further than what we've done."
"I was kind of thinking the same thing," I answered. "We don't want to go overboard."
"You're not kidding," she answered as she pulled up the nightgown to cover herself. "I think I'm going to jump in the shower. What do you want to do today?"
"I don't know. You want to go to breakfast?"
"Sure. There is a great place about twenty minutes from here. It has pretty good food."
"Sounds good to me," I replied.
"Oh, I did want to ask you something," she said from the bathroom. A friend of mine is having a small dinner party tonight. Her and her partner just legalized their marriage and are having a dinner party. Do you want to go?"
"They're gay?"
"Yup. You've met them before. Joyce and Marlene," she replied as she got into the shower.
"Oh yeah. At the fourth of July a few years ago?" I said. "Yeah," she answered.
"One is older and one is younger. One of them is someone's daughter, isn't she?".
"Ellen. You remember Ellen"?
"Uhmmm....Rachel refers to her as aunt. Doesn't she?" "Yeah. She's married to Frank. We had the party at their clubhouse."
"Yeah. I remember her. She's the one with the big...," I didn't finish the statement as I stepped into the shower with her. She didn't flinch at all with me in the shower. She just handed me the soap.