AEROBICS IS GOOD FOR YOUR SEX LIFE    
                            by
                          Wyvern

                          PART ONE
          
          The time, six months ago.  The scene, the local YMCA.

          There I was, a 6 foot, 265 pound blob of 40 year old
insecurity and bruised ego, struggling to keep up with the rest
of the aerobics class.  Sweat stung my eyes and pain radiated
from my bad knee -- neither sensation was particularly noticable
compared to the pounding of my heart and the gasping sounds of my
labored breathing.  Pride was the only thing which kept me on my
feet and moving.

          I could tell that the instructor was watching me,
waiting for me to collapse -- or perhaps trying to figure out
what I was doing in her class.  It wasn't an advanced aerobics
class, but it was more than what a beginner like me should have
been in.  I signed up knowing only that I needed some structured
exercise -- no one told me what I was getting into, or, more
probably, I wasn't paying attention.  Now, I was too proud to
admit that I was in a little over my head.  Yes, the instructor,
a rather nicely put together brunette who appeared to be about 19
or 20, was definitely looking at me.
     
          Locking down my newly discovered determination
(developed after months of intense therapy -- more on that later
if it becomes relevant), I compromised slightly by not doing
quite as much as my classmates and eventually made it through the
session without a miocardial infarction.

          After we finished, the instructor, Lisa, walked right
up to me as I was headed for the showers.

          "You're John, aren't you?" she asked.

          "That's me all right."  What a clever response, I
thought. "I suppose you're wondering what a blimp like me is
doing in your class, eh?"

          "No, not at all.  I know perfectly well what you're
doing in my class.  And I want to talk to you about that.  Are
you busy right now?"

          "No, as a matter of fact.  After my shower I was just
planning to go home and collapse," I said, laughing.

          She laughed too.  "Well, if you could put off
collapsing for a little bit, I was going to suggest a cup of
coffee at Perkins (tm)."

          "Do you have coffee with all of your overweight and out
of shape students?"

          "No, not usually, but something tells me I should have
a cup with you."

          I nearly said no.  Since I am telling this story, I can
stop right here and explain that.  For those waiting for the
juicy sex scene, wait a little while and I will try to make it
worth it for you to keep reading.

          If you'll recall, I said at the top that I was 40.  An
18 year marriage collapsed under me a year earlier.  My fault --
I never dealt with my father's alcoholism and its effects on me. 
Denial was a way of life.  I became more and more unrelatable to
my wife and my two kids.  Alcohol is only one escape from life. 
There are many others.  Food was one of mine.  My divorce was a
real wake up call.  I nearly lost my job and everything else in
my life without dealing with my problems, but when I lost my
family, well, that was something that really got to me.

          I got into therapy and began to deal with all the
things going on inside my head.  But I still wasn't into
relationships.  Too many wounds, many self inflicted, had left my
heart encased in some pretty tough scar tissue.  That's why I
hesitated a little before saying yes to Lisa's invitation.

          "Sure.  Sounds great.  I'll meet you in the lobby in 15
minutes."

          Cut to a Perkins.  Any Perkins.  They all look pretty
much the same.  A freshly showered couple sits in a booth at the
back of the resturant.  Small talk ensues.

          "You said you knew why I took your class," I said, by
way of transition to the real reason we were here, "What did you
mean by that?"

          "You're trying to prove something to yourself.  Recover
your lost manhood.  Go back to the time when you were young and
in shape.  You felt better then.  You want to recapture that."

          "I've lost my manhood, eh?  What makes you think so?"

          "I know who you are.  My sister took a college course
from you once, which may explain why you said I look familiar to
you, though you couldn't place me.  I know a little bit about
what's been going on in your life.  Your divorce, for instance."

          "I'd be careful with that if I were you.  It's still a
touchy subject for me."  I gave her a moment to digest that.  "So
I want to recapture my youth.  I didn't think 40 was all that
old, compared let's say, to 80.  Let's assume for the moment that
you are right.  So what."

          "It's the wrong reason for you to be in the class.  You
don't belong in this group anyway - - I checked at the desk and
they put you in this class by mistake - - you should be doing
lower impact aerobics until you work yourself back into some sort
of shape."

          "So, what would you consider a good reason for me to
take your class?"

          "Because you want to sleep with the instructor."

          She said it with a straight face.  I'm sure my chin
dropped all the way to my chest before I recovered my composure. 
I started to laugh, thinking that she was joking, and was cut off
in mid gufaw by the serious look on her face.

          "You're kidding, right?"

          "No, I'm not.  There's only one way you're going to get
through this class, John, and I'm telling you what it is.  You're
going to have to believe that when it's all over, there's going
to be a reward."

          "I'm a little confused."  Wow, what a master of
understatement.

          She smiled.  I'm sure that I was red as a beet.  I was
embarassed and very close to getting angry with her.  If this was
some sort of elaborate tease, it was a cruel one for sure.

          "That's true enough.  Most men are.  Tell me, how long
has it been since you felt attractive?"

          Well.  That certainly caught me by surprise.  To be
honest, I don't know if I've ever felt attractive.  Not
physically anyway.  Growing up I had some real conflicting needs
- - the need for attention, yet wanting to blend in to the
background.  I wanted people to be close to, but I wouldn't let
them in.  That's probably why my marriage failed - - my wife could
never get inside of my head because I wouldn't let her.  Some
sort of trust thing.  Well, anyway, I had to come up with some
sort of answer....

          "A while."  Wow, another pithy comment.

          "I thought so.  Did you know that when you were my
sister's teacher in college that she had the hots for you
something fierce?"

          "No way!"  I remember my ex-wife warning me about all
the coeds who would get the hots for me and try to 'make the
grade' so to speak.  I used to laugh, point at myself, and say,
"Yeah, right.  Just look at me, Joe Stud."

          "She did.  She used to tell me about it all the time. 
The only reasons she didn't hit on you then were that you were
married at the time and she knew what kind of negative effect
teacher-student relationships can have on faculty members.  But
she used to tell me her fantasies, and believe me, she was hot
for you.  By the way, if you ever tell her I told you this, I'll
kill you."

          "That's incredible.  But what's the point?"

          "The point, John, is that you are trying to make
yourself physically appealing because that's what you think all
women want.  And the reason you think that way is that that's
what men look for in a woman.  Admit it.  If I were 40 pounds
overweight you and I would not be having this conversation would
we?"

          "If you were 40 pounds overweight, you wouldn't be an
aerobics instructor, either, but yes, I guess you're right.  So?"

          "Some women are turned on by a man's personality,
believe it or not, and can even overlook some pretty major
physical flaws.  Ever wonder why Christie Brinkley married Billy
Joel?"

          "So, are you trying to tell me that I turn you on,
somehow, right now even though I look more like Dom Deluise than
Burt Reynolds?"

          "Not quite.  But my sister and I are a lot alike.  I
think that if I spent some time with you, I could become very
attracted to you.  One thing you should realize is that a lot of
those blow dried body building types are so stuck on themselves
that they make lousy lovers.  Other kinds of guys, more like you,
are more attentive to their partner's needs and can actually be
more satisfying sexually."

          I was flattered to say the least.  My self esteem was
growing by leaps and bounds.  But I was waiting for the other
shoe to drop.  No, sir.  This wasn't going to be happening the
way it looked.  No beautiful female like the one sitting across
the table was going to get the hots for me all of a sudden.  And
even if she did, I was sure that it would be a short
relationship, particularly when she got a load of my lack of
staying power -- though if she liked getting head, it might make
up for it -- I'm very good at that.

          "But, (here it comes, I thought) there's a catch."

          "I knew it."

          "You do need to get into shape, and not just so you'll
be some sexy middle aged stud either," she laughed, taking the
sting out of the jibe, "but for your health.  And, by the way,
being in shape will make you a better lover to boot.  So, here's
what I'm proposing.  You attend my class regularly -- but don't
try to keep up with everyone, just go your own pace -- and do
something about your food intake, and I think you'll start to see
some results.  It might help to do nautilus along with the
aerobics to shape your body a little as you take the weight off. 
Now, the good part.   I am confident that if you work at it, you
can get to where you want to be, physically, in about six months. 
Between now and then, we'll keep meeting for coffee and getting
to know one another a little better.  If you've been faithful to
the physical regime for six months and make your goal weight (I
had told her it was 200 lbs even) you and I will spend a weekend
at a cabin I inherited from my grandparents.  It's in a very
secluded location on a beautiful lake not far from here."

          Incentive?  This had to be it.  I agreed to her terms. 
Hell, even if I didn't end up making love to her, I would be in
somewhat better shape then I was right now.  But it was going to
be a long six months.

                         END OF PART ONE
                          PART TWO


          That conversation happened six months ago.  Through
some changes in my nutritional habits and the physical effort
required by my aerobics class and daily walks of about 5 miles or
so (along with some nautilus sessions two or three times per
week), I have achieved my goal weight and I am in the best shape
of my adult life.

          Believe it or not, after the first few sessions, I
began to enjoy the aerobics workouts for their own sake, rather
than just because I thought I might get into the instructor's
pants.  Over the three month period we occasionally went out for
coffee after a workout session, but the subject of her cabin in
the woods and what we might do there did not come up for further
discussion.

          That's why I was kind of surprised when I opened my
mail today.  There was a card with a note inside and a map.  The
note said "Every Good Boy Deserves A Favor" (which also happens
to be the title of my favorite 'Moody Blues' album) and it was
signed "Your Breathless With Anticipation Aerobics Instructor". 
The map showed the route to a lake near the city where I live. 
There were written instructions on the back of the map.

          I laughed.  She hadn't been kidding.  I threw some
things into a duffle bag and headed for the lake.  

          It was a beautiful drive.  Early June in our part of
the world can either be great or horrible.  This had been a great
June so far and it promised to be a great weekend to be at the
lake.  I couldn't have cared less about the weather, though,
since I planned on spending most of my time indoors.

          I was a little nervous.  I hadn't been intimate with a
woman other than my wife since 1973 and she was the only one with
whom I had ever had sexual intercourse.  I may not have been very
relatable, but I was definitely monogomous.  So, I didn't know
how things were going to go, and I really wanted to please Lisa.

          Following the instructions on the back of the map, I
soon found my way up the long winding drive to the top of the
hill overlooking the lake where Lisa's "cabin" was.  Some cabin. 
Three bedrooms, including a master suite with a jacuzzi on a deck
overlooking the lake.  Big living room with a field stone fire
place.  Lots of comfortable looking furniture and hardwood
floors.  Lots of glass facing the lake.  Large boathouse with
what appears to be living quarters above.  Space for two or three
boats.  One, a large inboard is tied up to the dock.
          
          Lisa came out to meet me when I pulled up to the car
port.  She looked great in a pair of shorts and a halter top.  A
five foot nine inch vision of firm, healthy flesh topped with
that beautiful brown hair  (you can have your blondes -- I'll
take brunettes every time).

          "You made it!  I wasn't sure you'd come."

          She ran over to my side of the car and grabbed me in a
big hug as soon as I got out.

          "Who could resist an invitation like that?  Of course I
came."

          "I'm glad.  This has been a long six months for me."

          "Oh?  Why?"

          "While you've been dieting and exercising, I've been
completely celibate.  I haven't even masturbated."

          I was a little startled by this admission, masturbation
not usually being a subject I discuss with women.

          "What about you?"

          "Lisa, if you're serious about going through with this
reward thing, you'll be the second woman to whom I've made love
in my lifetime, and since I outgrew masturbation about the same
time my voice changed for good, I'd say that I'm in about the
same shape as you."

          "Good.  Now, give me that bag and I'll show you
inside."

          She gave me a quick tour of the place, ending back in
the living room.  The mid afternoon sun was shining through the
pine trees making dancing patterns on the living room floor. 
Lisa was holding both of my hands in hers and we were facing each
other in front of the fire place.  By mutual consent and without
words we moved together.  My arms went around her waist and hers
went around mine.  Our mouths met in a light kiss -- just lip
contact.  Her perfume, light and sweet but not overpowering, came
up to greet me.

          "You smell delicious," I murmured into her ear.

          "You smell like a man.  A man that I very much want to
make love to right now."

          Our mouths met again and this time we held the kiss,
our tongues beginning to dance with one another, probing,
piercing, licking.  Our bodies pressed together.  I could feel
her breasts pressing against me.  I know she had to be able to
feel my erect member pressing against her.

          The kiss finally broke.  She disengaged herself from my
embrace and began to walk out of the room.  I followed.  Within
moments we were in the master suite, standing by the king size
bed, embracing once more.

          I found the tie at the back of her halter top and
untied it.  She backed away and allowed it to fall to the floor
in front of her, barring her breasts to me for the first time.  I
moaned with lust at their beauty.  This was no frustrated
anorexic exercise freak.  This was a healthy adult woman who
respected her body enough to take care of it and who also had a
great body to begin with.
          
          Her breasts were perfect.  They projected straight out
from her chest without any hint of sag.  While obviously well
supported by underlying muscle, they were not the breasts of a
body builder.  Her light brown areolae were capped with nipples
which stood out from the surrounding flesh like the tips of small
fingers.

          She allowed my inspection to continue for a few
moments, and then, "My turn," she said, pulling my t-shirt out of
my jeans and over my head.  We embraced once more, each gasping
as our flesh met skin to skin for the first time.  Her nipples,
hardened with arousal, dug into my flesh like two points of
flame.  We kissed again and my hands were all over her back,
stroking, kneading, caressing.

          I worked my hands down under the waistband of her
shorts and discovered that she was wearing no panties.  I cupped
her ass cheeks, enjoying the firm, yet feminine texture.  Her ass
muscles clenched and unclenched as she ground herself against my
erection which was almost painfully trapped inside my jeans.

          Pulling my mouth away from hers, I began to kiss her
face lightly and then her neck, gradually moving down to her
upper chest just to the point where her breasts began to slope
outward.  She moaned with anticipation.  My hands also moved
lower, taking her shorts down with them -- but slowly, teasingly.

          I began to kiss the upper portion of her breasts,
alternating between each one, careful to avoid her nipples which
looked like they might burst at any second.  Meanwhile, my hands
had pushed Lisa's shorts below her knees and they fell to the
floor.  She quickly stepped out of them.

          My hands, now free to roam where they would began to
lightly explore everything within reach while my mouth continued
to teasingly caress Lisa's lovely tits.  Her own hands came up
and cupped her swollen globes from underneath, offering the erect
tips for my oral inspection.  Not wanting to frustrate her more
than was necessary, I accepted her offer.

          Mouth, tongue, light nips with the inscisors, gentle
squeezing from my hands, I worked on her breasts for several
minutes until I felt Lisa take my head in her hands and pull me
back up.

          "Enough," she gasped, her voice husky with her passion,
"I don't think I can stand up for much longer."  

          Stepping backward, she sat on the edge of the bed,
pulling me with her by the front of my jeans.  She quickly undid
the belt and then the buttons.  Her hands were shaking and she
had some trouble with them, but I decided to let her do it on her
own.  She pushed the jeans to my ankles.  I stepped out of them. 
My erection, barely contained by my shorts, was now right in
front of her face.  

          Lisa looked up at me and smiled as she worked her
fingers inside the waistband of my jockeys.  In another moment
they joined my jeans by the side of the bed.  Her hands flew to
my cock, grasping it firmly, squeezing and pumping -- seemingly
measuring its length and thickness, testing the firmness of my
maleness.

          Precum was oozing from the tip of my cock and she
slowly moved her face toward it.  Her tongue came out.  She began
to lick the glistning discharge, obviously relishing its salty
taste and slimy texture.

          "Beautiful," she whispered.

          Without another word she slipped the head of my cock
into her warm, wet mouth, her tongue busily scrubbing the
sensitive flesh on the underside of my cockhead, then moving all
around to provide a slick coat of saliva.

          Still holding the base in one hand, Lisa removed my
cock from her mouth and began licking it all over.  Her right
hand squeezed my shaft firmly and rythmicly while her left hand
gently caressed my secret sack.

          The combination of her lips, tongue, mouth, and hands
soon had me breathing hard, but I knew that there was no danger
of me ejaculating any time soon just from this, pleasant though
it was.   I felt that it was time to move on to other things. 
She could suck me off later if she wanted, but first, I wanted a
taste of what was hidden within her jade gate. 

          I placed my hands on her head and pulled her face up
for a kiss.  Her sweet mouth was now flavored by my pre-cum and
the musk which naturally occurs on and near the male genitalia. 
We were both breathing rather hard.
          
          "Lisa, you have given me so much in the past few
months, and now here we are, right where you promised we would
be.  I want to give you something special.  Please lie back on
the bed and relax.  And don't be afraid to tell me what you
want."

          "All right, John," she smiled as she followed my
instructions, displaying herself provocatively on the large bed. 
I took a moment to drink in the sight.  She looked so beautiful
laying there, anticipating what I might do next.  She had
obviously been getting a little sun, and she must not have had
much for a bikini, judging from the tan lines and the nearly
complete lack of hair at the junction of her thighs.  My heart
was in my throat as I crawled up on the bed next to her.

          Peformance anxiety?  I'll say.  I wanted so much for
this scene to be perfect for her that I almost blew it.  Luckily,
I remembered the mental exercises which I had learned in therapy
and quickly regained control of myself, all the while lightly
caressing Lisa's flawless skin in a seemingly random way.  Her
body trembled slightly at my touch and a small moan escaped her
lips as my hands reached the swell of her breasts and lingered
there a moment lightly teasing the swollen buds which crowned
them.

          She was moving her legs restlessly, pressing her thighs
together.  I caught a whiff of her excitement, the unmistakable
odor of a female in heat.  Like the smell of a hot meal to a
starving man the scent drew me, but I resisted.  It would be too
easy to just spread her legs and dive in, satisfying my craving
for pussy juice, and probably giving her a good climax as well,
but I wanted this to be more than a few licks and a quick cum for
both of us.  This beautiful, intelligent, sexy woman had given me
back my self respect and I wanted to make this special for her.

          I leaned over her, a hand on the bed on either side of
her shoulders, and then I kissed her.  The kiss started out as a
very gentle oral caress of her lips, my tongue darting, teasing,
probing.  Gradually it deepened and I felt her arms encircle my
back, her hands pulling me down until I was laying half on the
bed and half on top of her.  It was a long, deep, wet kiss -- the
kind Kevin Costner talked about in "Bull Durham" -- and it lasted
until we both had to come up for air.

          But I didn't stop kissing her, I just quit kissing her
mouth.  My lips and tongue were busy all over her face, giving
her little, quick, light kisses and then moving on to kiss and
lick the soft skin of her lovely neck.  I could feel her pulse
throbbing just beneath her skin and I imagined for a moment that
I was a vampire, about to dine on the rich life giving blood
surging through her veins.

          I raised up then and gently rolled her over, moving her
hair aside to allow me to attack the soft skin there.  Her
breathing and the low cooing and occasional gasps told me I was
on the right track.  I've never known a woman for which the back
of the neck is not a major league erogenous zone, and kissing or
licking this area has never failed as a foreplay technique, for
me anyway, your mileage may vary.

          My hands, which were not idle, blazed a trail across
her perfect skin which my lips and tongue then followed, leaving
their own shining evidence of passage behind them.  I rubbed,
kissed, licked, and caressed every square inch of her back and
down her sides, even to those portions of her breasts which were
exposed in this position.

          As I approached her buttocks, I saw her spread her legs
slightly, as if in anticipation, but I was still not ready to
quit teasing and so I lightly glided over those splendid mounds
and concentrated on completely covering first one and then the
other leg with kisses from thigh to toe and back again, spending
a particularly long, and for her excruciating, time on the
sensitive skin at the backs of her knees.  She had begun to hump
the bed, attempting to obtain some release by grinding her pubic
mound into the matress.  Her musk was a rich perfume which
saturated the atmosphere of the room and it seemed to draw me to
its source.  I moved my mouth northward, back up the backs of her
thighs and the closer I came to their junction, the wider Lisa
spread her legs, and the more of her powerful scent was released. 
This made it difficult to resist simply crawling up between her
legs and shoving my trembling cock deep into her sopping slit.  I
was intent, however, on tasting her first, and so I locked down
my control and continued working my lips and tongue up the inside
of first one thigh and then the other, until I had placed wet,
sloppy kisses in the crease on either side of her hot, pulsating
mound.

          Each time my mouth contacted her warm, smooth skin, she
let out a little gasp or made a sharp intake of breath.  I found
these little sounds incredibly arousing -- maybe it was a power
thing, or maybe it was just knowing that she was taking pleasure
from something I had done, but it was a powerful aphrodisiac none
the less.

          Her woman scent was strong, and my mouth watered in
anticipation as I held it over the slowly opening lips of her
pussy.  My breath washed over her sex as I let it out slowly - - I
then inhaled deeply through my nose, soaking up her powerful
feminine odor, letting it fill my head and draw me in to her
molten center.  Her cunt was an opening flower, her clitoris hard
and erect, poking cleanly from its sheath at the apex of her
slit.  Both her inner and outer lips were swollen, her juices
glistening on the crenelated surface of her inner lips, and
creating a slick, shiny trail down her crease and coating the
surface of her crinkled brown asshole.
     
          At last, I could resist no longer, and my tongue began
to tenderly probe the delicate folds of her sex.  She moaned
loudly at the contact, and I moaned too, at the heat and taste of
her.  I was going to make a gormet meal of this beautiful woman's
pussy, displayed so marvelously before me.  But I did have some
table manners, and so I did not just dive in and begin devouring
her like some barbarian savage -- though my lust crazed brain was
urging just such a course.  The time for devouring would come,
but for now, I was treating this lovely cunny as if it were a
delicate flower, needing special, loving, care.  

          My tongue lingered on each surface it touched,
carefully tracing the edges of her turgid inner labia, swabbing
gently, yet insistently, on the smooth skin between the major and
minor folds.  She tasted wonderful, like no woman I had ever had
before.  I carefully avoided her clitoris for the time being,
concentrating on exploring all of the other interesting areas of
her slit first.  

          She obviously enjoyed what I was doing, and displayed
this enjoyment through the little gasping and yipping sounds she
made as I found a new hot spot with my tongue and lips.  She
wanted more, and she reached down and grabbed the backs of her
knees, pulling them up to her chest and then spreading them wide,
opening herself completly to my hungry gaze.

          My tongue shot to the bottom of her slit, right up into
her juicy hole gathering her nectar and lapping it into my
waiting mouth.  All subtlty was forgotten now as I gorged myself
on Lisa's beautiful pussy.  My hands were under her buttocks now,
pulling her up to my face, not that she wasn't thrusting there
anyhow, but this way, I was able to control her movements and
maintain contact.  My mouth was everywhere in her crotch. 
Sucking her large outer lips between my own and lashing them with
my tongue, flicking the tip of my tongue across her now distended
clit, working over the top of her mound with my mouth.  I
established no pattern in my attack, and so she did not achieve
the rhythm necessary for an orgasm.  This was all a little bit of
a tease on my part, but I knew that she would quickly climax once
I really set out to produce one for her, and so I kept up my
onslaught.  Looking up, through the V of her slit, I saw Lisa
grasping her tits, squeezing the nipples until I thought they'd
pop right off her chest.  She was moaning and thrashing in my
grip.

          "Make me cum...please...make me cum, baby...I need it
soooo bad..." she moaned.

          Who could ignore a plea like that?  I placed the tip of
my tongue directly on her clitoris and began to shake my head
from side to side, just like a dog working on a bone only much
faster.  I knew that I couldn't keep this up too long without
getting extremely dizzy, but I also knew it was just about
guaranteed to produce an explosive orgasm for Lisa.  And I was
right on both counts.  I was dizzy very quickly, and I heard
Lisa's low moan turn into a scream as she crashed over the edge
of the orgasmic abyss.  Her thighs locked around my head and her
hands pulled my face even tighter to her pussy.  She acted like
she wanted to pull my whole head inside of her.  I kept my tongue
moving on Lisa's clit as much as I could and she continued to
climax for a number of minutes.  

          Finally, she pushed me away.

          "Enough," she gasped, "I can't take any more."

          I crawled up between her legs, my face right in front
of hers, and kissed her right on the mouth.  It was a test of
sorts.  Some women don't mind if you go down on them, as long as
you don't try to kiss them afterwards (unless you wash your face
and brush your teeth).  Lisas was not like this, and her lips
opened under mine, her tongue searching for her own unique flavor
on my mouth.  She cleaned my face of her spend, and smiled weakly
up at me, her breath still coming in little, gasping, sobs.

          "God, John.  No one's ever done that to me before.  Not
like that, anyway."

          I smiled at Lisa.  Cunnilingus is my specialty.  I like
it better than any other part of sex.  Well, almost.

          "You're welcome, Lisa.  It was my very great pleasure
to give you that experience."

          I rolled over on my side and Lisa rolled with me so
that we were facing one another.  Lisa threw a leg over mine and
pressed her still soaking crotch up against my still hard (and
dripping) cock.

          "Hmmmm.  What have we here," she said, grinning at me
and reaching between us to grasp my stiff shaft.  "I think he's
lonely, and needs someplace warm and wet to play in, don't you?"

          She rolled us over the rest of the way so that she was
on top of me.  I felt her hands between us again as she
positioned the head of my cock at the entrance to her womanhood. 
She gave a little push downward with her hips and the head
slipped inside.  Then it was one long slide down until she had it
all.
          
          I moaned as I felt myself enveloped in that hot, wet,
grip.  The interior of her sex was like a strong hand which
squeezed every square inch of the surface of my cock.  She held
me there, her eyes closed as she too was affected by the
sensations of my dick hilted in her moist interior.  She pulled
her knees up under her and began a rocking, fucking motion atop
my pulsing penis, grinding her clit into my pubic bone on every
down stroke.

          She was in no hurry, having just completed a massive
series of orgasms, and neither was I, lost as I was in the
wonderful feeling of being sheathed inside of Lisa's beautiful
body.

          From this position it was a simple matter for me to
reach up and stroke her breasts, which I did, much to her
delight.  My hands busied themselves with her mammaries, toying
with the nipples, squeezing the fleshy globes, finally drawing
her down so that I could reach these graciously formed melons
with my worshiping lips.

          With her tits in my face, my hands were free to reach
down and grasp the cheeks of her tight little ass.  I just
couldn't believe that such a beautiful woman was riding my cock. 
I felt like all the Christmas mornings I could remember all
rolled into one.  I gripped her ass and started lifting her up
and down on my cock, forcing the pace of our fuck, driving my
hips up off the bed to meet her as she slammed down into me.  We
were both grunting like animals in the rut.  My fingers sought
the crack of her ass and one pressed inward on the wrinkled
rosebud of her back door.  She instantly relaxed the powerful
sphincter and my finger sunk inside to the second knuckle.  

          "Yessss," she gasped, "play with my ass, baby."

          Her urgings made me hotter than ever and I began to
stroke my finger in and out of her ass in time to the thrusts of
my cock up into her pussy.  I could feel my semen boiling in my
balls, moving up and threatening to erupt as my orgasm
approached.

          Hers hit first, and I felt her pussy and ass clamp down
around my cock and finger like powerful fists as the first of her
spasms hit her.  My own climax was not far behind, and I yelled
out loud as I felt the tip of my cock explode, sending a torent
of my hot cum into the deepest reaches of her cunt.  We both rode
out the rest of the storm of sensations and at last she rested
herself on me and we kissed, again, sharing our passion and the
gratitude we felt toward each other for the wonderful sex we had
just shared.

          We must have dozed off in that position, because I woke
up a while later with her still perched on top of me.  My now
shrunken cock had slipped out of her.  My crotch was covered with
the sticky combination of my cum, which had leaked from her, and
her own sweet juices.  A shower was in order, and I smiled at the
thought of sharing a shower with Lisa.

          I kissed her lightly on the lips, which caused her to
come awake, her eyes slowly adjusting to the sight of me laying
underneath her.  She smiled, dreamily, and kissed me back.

          "Have a nice nap?" I enquired.

          "Mmmm, yes," she purred.

          She rolled off of me and stretched out on the bed. 
That sight was almost enough to bring my cock back to full
attention.  She looked down at the mess at my crotch and she
began to laugh.

          "What a mess you are.  Let's get into the shower and
clean up a little.  Then, it's time to eat...I think we'll need
the food to keep our energy up, don't you?"

          Her grin conveyed the clear message that it wouldn't be
very long before we were back in her bedroom again, doing our
impression of mink in heat.

                         TO BE CONTINUED