My first MILF Carolyn Part II
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My First MILF, Carolyn, Part I free porn video
My first time with Carolyn happened while I was working late at the office. It was a small financial consulting company with about 20 or so advisers and 5 or so administrative assistants...I got a last minute project that I was not happy about at all, so I had to burn the midnight oil. Around 10 PM I decided I needed some more caffeine and passed the shared bathroom....I heard some muffled sounds in there so I stopped and listened...it was clearly the low moans of a woman. I did'nt want to barge in there and interrupt one of my colleagues getting laid (what a guy!), so I went and got my coffee and took extra long, keeping my eye on the door...about 5 minutes later one of our research admins came out alone and headed for the office we called the library...I waited a little bit longer expecting a guy to come out of there, at which time I was going to give him a bunch of shit about fucking at the office, followed by some high-fives! But no one came out...
So, I headed over to the library and I saw Carolyn, a fairly recent hire we made to help with some market research. She was older than me - late 30's, early 40's...not drop dead gorgeous, but pretty with a fairly firm body for a woman who had a couple young c***dren...but there was something incredibly sexy about her...for lack of a better word or acronym, a definite MILF...
I knocked on the door and she looked startled...."Oh my god, you scared me...I did'nt think anyone else was here this late," she said. "Neither did I," I said, "but I swore I heard something in the bathroom earlier, and then I saw the light on in here." Her face started to turn crimson in color and she said "what exactly did you hear?"
"Nothing much," I said, "but someone was definitely trying to be quiet in there...despite the fact that she was having a really good time..." I smiled at her as she blushed even more...I think it was a combination of embarrassment and fear...despite our age difference, she blurted out "I'm so sorry you heard that Mr. Johnson...please, please, please don't tell the boss...I really need this job bad!" She actually had tears in her eyes...
So I said, "What's there to tell? I did'nt see anything....and I could'nt possibly complain to the boss about something I do in there all the time...."
I sat down next to her and said, "Look Carolyn, we are busy as hell around here...hell, I've put in 70 hours here this week, and its only Thursday...with that much work, there is little time for play, and we have to play solo every once and a while, that's just the way it has to be."
Her tears began to try up and her lips curled into that sexy seductive smile that attracted me when I interviewed her. She said, "Thank you so much for understanding. I need this job really bad and have been working my butt off. I'm putting in all these extra hours to impress the boss, and I'm having to pay a baby sitter because my asshole of a husband is never around...I don't have any time for my k**s, let alone my, ummmmm, needs...."
I said, "I know what you mean - I don't have a girlfriend, let alone 2 k**s...no time for any of that...but it sure would be nice not to have to go the solo route from time to time, know what I mean?"
She looked at me with those big brown eyes and said, "I sure do...." I leaned over and kissed her gently...before I knew it, our tongues were entwined in an incredibly passionate hard kiss, each of us taking turns sucking on the others tongues and lips....she was moaning as I went to touch her nice firm breasts. Suddenly she said, "Oh James, I can't do this...despite the fact that he's a fucking asshole, he's still my husband and I just can't cheat on him...."
My rock hard cock did not want to hear that and my mind started to reel with ideas on how to change her mind..."I completely understand Carolyn," I said. "I think that type of devotion is what makes you so attractive to me....but I'm not going to lie, I want you so fucking bad right now, I'm about to explode in my pants...maybe there's a middle ground here we can explore?"
She looked at me inquisitively and said, "What do you mean?" I replied, "Well what if we did'nt actually have sex?"
"Ummmm, I'm not one of those girls that think oral sex is not really sex...." she responded with a slight frown.
I said, "That's not what I meant...what I meant is not touching each other at all, but....we watch each other touch ourselves...."
The inquisitive look deepened and I could see her mind now reeling....she was trying to rationalize this in her mind....was this over the line for her...here's this younger guy who wants to fuck the shit out of me, but is willing to try anything...."I've never tried that before...." was all she could say after almost a full minute of silence....
"Mutual masturbation can be very, very fulfilling Carolyn...much more so than being by yourself in a bath room stall...but its still just masturbation...." I said.
She looked at me and the inquisitive look was now replaced by desire once again...."I'm not sure I'll be able to that...not touch you if we start to pleasure ourselves together...." she said.
"I'll tell you what Carolyn, I've done this before, and I promise you that I will not let that happen...that's actually part of the experience...as you touch yourself, and get closer and closer to orgasm, you want your mutual masturbation partner to touch you...with their fingers, lips, tongue...cock or pussy...but you know you can't....and it makes it that much more intense...."
She did'nt say anything, but I could see in her eyes that she wanted to try this...there was a couch in the library and I held out my hand and said, "Lets get more comfortable." She took my hand and stood, walking with me to the big leather ox-blood couch.
We sat back against opposite arms on the sofa, facing each other. I had a dress shirt, loose tie and slacks on. She had on a white blouse and tight black skirt. "God, you are so sexy," I said as I rubbed my cock against my leg through my slacks. Her eyes kept darting from my eyes to my swollen member and she gave me a very seductive grin as she began to rub her nipples through the blouse...I remember thinking, she must have a very sheer bra on, because I could tell she was wearing one, but both nipples were poking through her blouse like pencil erasers...
I took off my tie and started to unbutton my shirt as I kept rubbing my now throbbing cock....she began to unbutton her blouse as her other hand caressed her inner thigh....her bra was sheer white and see through and as I sat there rubbing myself and admiring them, she slid the sheer fabric under her right breast and gently pinched her nipple...my shirt and tie now off, I started to unzip my pants, and she could see my raging hard on begging to be released...she began to hike up her skirt and I could see that she had matching sheer panties on....
I slid off my shoes and pants and returned to rubbing my cock through my boxers...I had been so rock hard for so long that there was a wet stain on them where a glob of precum had oozed out...Carolyn had both breasts out and was rubbing her clit over her panties...she had an even larger wet spot on her underwear....
"My God, I'm so fucking hard for you right now," I said to her. "And I'm so wet for you," she replied. "Please let me see your cock James...."
I stood up and pulled my boxers down, my cock springing upward as it was released. "Mmmmmmm," she said, as she pulled those wet white panties to the side, and parted her pretty pink pussy lips with her fingers. She was shaven below, but I could see a thin landing strip starting just above her clit. "You have a beautiful body Carolyn," I said to her. "I want to tell you all the naughty things I want to do to you...", "Oh God James, please do," she said as her index finger twirled around her swollen clit.
"I want to kiss you like we were before Carolyn....mmmmmmmmm, you tasted so good....then I want to kiss, lick, and suck my way down your neck....down your cleavage...circling around your right breast, zeroing in on your stiff pink nipple....Pinch it for me Carolyn, and imagine its my lips...." I said.
She removed her hands from her already slippery slit and started to massage both breasts, occasionally pinching and tugging on her nipples and letting out low moans of pleasure...
"That's it baby," I said. "Imagine I'm devouring your succulent breasts - I love seeing how hard your nipples are getting while you do that....now move your hands down your stomach to the top of your pubic bone....good, now caress your inner thighs....imagine me tonguing my way down your hot body, lifting my head right above your stiff little clit so I can blow on it....then kissing, licking and sucking my way down your right inner thigh...down to your knee...your calf...how does that feel baby?"
"Oh my God James, I want you soooooooo bad...I want you to do all those things you are saying right now!" she said.
"Remember our agreement Carolyn....no touching...only looking and talking...." I replied. "Now, imagine I suck each of your toes into my mouth one by one, my tongue sliding in between them...then the other foot, starting at your pinkie toe and ending at your big toe....then I lick my way back up your calf, inner thigh, my chin finally resting on your pubic bone," I said.
Her moans were getting louder now as her hands returned to her hot pussy. "That’s it baby," I said. "Now glide your fingers over the top of your clit and down through your moist lips and imagine it’s my tongue...my God, you taste so fucking good Carolyn, mmmmmmmmm," now it was my turn to moan as I continued to stroke my throbbing cock. "I'm gliding my tongue up and down your sweet pink slit now Carolyn, lapping up your sweet juices from your clit to your tight little ass....Do you like how my tongue teases your ass baby?" I said.
"Fuck yes James, that feels so fucking amazing...it feels almost real," she replied, her eyes glued to my cock as a glob of precum oozed from my head. "Now, push a finger deep inside you baby....imagine it’s my tongue fucking you," I said. "That's it, move it in and out slowly just like my tongue would...then faster and faster as my face mashes into your sweet pussy hole."
"Holy fucking shit baby," she said, "That feels so fucking good.". "And it tastes so fucking good too baby," I replied.
"Now sink another finger in that tight pussy...yes, perfect...now take your other hand and tease your tight little ass with it...imagine I replace my tongue with two fingers, a third pressing gently against your asshole....now, use your thumb and flick your stiff clit....That’s it, perfect baby, now imagine my mouth returns to your clit, sucking it into my mouth, my tongue circling it....mmmmmmmmm, damn baby, I love watching you fuck yourself," I said.
I could see Carolyn's finger slip inside her ass to her knuckle as she thrust two fingers deep inside wet pussy. She just kept saying, "Oh my God...Oh my God...Oh my fucking God..." over and over again as her fingers picked up the pace slamming inside her hot wet hole, her other finger now moving in and out of her ass down to her second knuckle.
I was so fucking hard by now, my cock was just aching...my balls swelling as another huge glob of precum oozed down my shaft giving me some nice lubrication. As I stroked harder, I said, "That’s it baby...feel my fingers slamming inside your sweet pussy...feel my finger moving in and out of that tight little ass....feel my tongue sucking hard on that stiff pink clit."
Carolyn's fingers slammed into her warm wet holes as her moaning became louder and louder. I gave my cock a firm squeeze to stop me from going over the edge. I moved closer to her and said, "Baby, tell me when you are going to cum....".
Immediately, her inner thighs started to twitch, her eyes rolled back into her head and she screamed, "Fuck James!!!! I'm already cumming!!! Holy fucking shit!!!" Her whole body was spasming and I could see her pussy juices flowing down her inner thighs and ass crack. She only picked up the pace though, slamming two fingers into her sloppy wet pussy, her finger now completely buried in her tight little ass...she was fully engulfed in a massive continuous orgasm and could only say "God" or "Fuck" over and over again.
I sat there and admired her intense orgasm, my hand still firmly gripping my massive hard on to prevent me from cumming at this beautiful site. This went on for several minutes until she literally could'nt take any more and removed her fingers rapidly. Then an amazing thing happened - she just kept cumming!
"I fucking can't stop cumming James!!!!" she yelled, her face bright pink and her pussy literally dripping with her sweet nectar. It took several more minutes for this huge orgasm to subside, and when it did, she looked up and me and my hard cock and said, "I can't just believe that happened....that was the most intense orgasm I've ever had...."
"I can't believe it either Carolyn. I've seen some great female orgasms before and that ranks right up there at the top!" I replied. "And I'm pretty proud of myself for not cumming, although I can't lie...my balls are fucking killing me right now!"
Carolyn looked up at me, a wicked smile across her lips and said, "Well, let’s see what we can do about that!" She crawled over to me, licking her lips, staring at my cock still firmly in my hand, glistening with precum. She was about a foot away with her mouth open, and I said, "I thought you were'nt one of those girls who thought oral sex was not really sex?"
"That was before....that orgasm...." she said, her mouth watering with anticipation of devouring my throbbing cock. "I made a deal with you Carolyn," I said. "No touching, and that includes lips and tongues...." Fuck, I thought to myself, what a dumb fucking deal that was! I wanted to pound her pussy and flood her with about a gallon of my white hot lava that was welling in my loins.
She looked up at me, disappointed and said, "Don't you want me James?" with a teasing sad face. "You've got to be fucking k**ding me Carolyn, I've never wanted anything so bad in my life," I replied. "So then, have me baby," she said.
"A deal is a deal Carolyn, and I stick to mine," was my reply to that. "Whatever happens after tonight happens, but we stick to the program right now," I said firmly.
I wanted this woman so badly, but there was a method to my madness. If she knew she could trust me completely, I would have her wrapped around my finger for a long time. And this woman was worth having wrapped around your finger...
"Fine!" she said suddenly, and stormed off. I stared at her nice big firm ass as she left, wanting to kick myself in the balls for putting together this stupid plan in my head. "Now you blew you it, you dumb mother-fucker," I muttered to myself, wondering what the hell I was going to do with a severe case of the blue balls...
Feeling like I was stuck between a cock and a hard place, I seriously did'nt know what to do...then just as suddenly, she walked back in, holding a bright pink dildo and wearing a wicked smile on her face. "OK, you think you can tease me," she said, "Well, it’s my turn to tease you!"
To be continued….
So, I headed over to the library and I saw Carolyn, a fairly recent hire we made to help with some market research. She was older than me - late 30's, early 40's...not drop dead gorgeous, but pretty with a fairly firm body for a woman who had a couple young c***dren...but there was something incredibly sexy about her...for lack of a better word or acronym, a definite MILF...
I knocked on the door and she looked startled...."Oh my god, you scared me...I did'nt think anyone else was here this late," she said. "Neither did I," I said, "but I swore I heard something in the bathroom earlier, and then I saw the light on in here." Her face started to turn crimson in color and she said "what exactly did you hear?"
"Nothing much," I said, "but someone was definitely trying to be quiet in there...despite the fact that she was having a really good time..." I smiled at her as she blushed even more...I think it was a combination of embarrassment and fear...despite our age difference, she blurted out "I'm so sorry you heard that Mr. Johnson...please, please, please don't tell the boss...I really need this job bad!" She actually had tears in her eyes...
So I said, "What's there to tell? I did'nt see anything....and I could'nt possibly complain to the boss about something I do in there all the time...."
I sat down next to her and said, "Look Carolyn, we are busy as hell around here...hell, I've put in 70 hours here this week, and its only Thursday...with that much work, there is little time for play, and we have to play solo every once and a while, that's just the way it has to be."
Her tears began to try up and her lips curled into that sexy seductive smile that attracted me when I interviewed her. She said, "Thank you so much for understanding. I need this job really bad and have been working my butt off. I'm putting in all these extra hours to impress the boss, and I'm having to pay a baby sitter because my asshole of a husband is never around...I don't have any time for my k**s, let alone my, ummmmm, needs...."
I said, "I know what you mean - I don't have a girlfriend, let alone 2 k**s...no time for any of that...but it sure would be nice not to have to go the solo route from time to time, know what I mean?"
She looked at me with those big brown eyes and said, "I sure do...." I leaned over and kissed her gently...before I knew it, our tongues were entwined in an incredibly passionate hard kiss, each of us taking turns sucking on the others tongues and lips....she was moaning as I went to touch her nice firm breasts. Suddenly she said, "Oh James, I can't do this...despite the fact that he's a fucking asshole, he's still my husband and I just can't cheat on him...."
My rock hard cock did not want to hear that and my mind started to reel with ideas on how to change her mind..."I completely understand Carolyn," I said. "I think that type of devotion is what makes you so attractive to me....but I'm not going to lie, I want you so fucking bad right now, I'm about to explode in my pants...maybe there's a middle ground here we can explore?"
She looked at me inquisitively and said, "What do you mean?" I replied, "Well what if we did'nt actually have sex?"
"Ummmm, I'm not one of those girls that think oral sex is not really sex...." she responded with a slight frown.
I said, "That's not what I meant...what I meant is not touching each other at all, but....we watch each other touch ourselves...."
The inquisitive look deepened and I could see her mind now reeling....she was trying to rationalize this in her mind....was this over the line for her...here's this younger guy who wants to fuck the shit out of me, but is willing to try anything...."I've never tried that before...." was all she could say after almost a full minute of silence....
"Mutual masturbation can be very, very fulfilling Carolyn...much more so than being by yourself in a bath room stall...but its still just masturbation...." I said.
She looked at me and the inquisitive look was now replaced by desire once again...."I'm not sure I'll be able to that...not touch you if we start to pleasure ourselves together...." she said.
"I'll tell you what Carolyn, I've done this before, and I promise you that I will not let that happen...that's actually part of the experience...as you touch yourself, and get closer and closer to orgasm, you want your mutual masturbation partner to touch you...with their fingers, lips, tongue...cock or pussy...but you know you can't....and it makes it that much more intense...."
She did'nt say anything, but I could see in her eyes that she wanted to try this...there was a couch in the library and I held out my hand and said, "Lets get more comfortable." She took my hand and stood, walking with me to the big leather ox-blood couch.
We sat back against opposite arms on the sofa, facing each other. I had a dress shirt, loose tie and slacks on. She had on a white blouse and tight black skirt. "God, you are so sexy," I said as I rubbed my cock against my leg through my slacks. Her eyes kept darting from my eyes to my swollen member and she gave me a very seductive grin as she began to rub her nipples through the blouse...I remember thinking, she must have a very sheer bra on, because I could tell she was wearing one, but both nipples were poking through her blouse like pencil erasers...
I took off my tie and started to unbutton my shirt as I kept rubbing my now throbbing cock....she began to unbutton her blouse as her other hand caressed her inner thigh....her bra was sheer white and see through and as I sat there rubbing myself and admiring them, she slid the sheer fabric under her right breast and gently pinched her nipple...my shirt and tie now off, I started to unzip my pants, and she could see my raging hard on begging to be released...she began to hike up her skirt and I could see that she had matching sheer panties on....
I slid off my shoes and pants and returned to rubbing my cock through my boxers...I had been so rock hard for so long that there was a wet stain on them where a glob of precum had oozed out...Carolyn had both breasts out and was rubbing her clit over her panties...she had an even larger wet spot on her underwear....
"My God, I'm so fucking hard for you right now," I said to her. "And I'm so wet for you," she replied. "Please let me see your cock James...."
I stood up and pulled my boxers down, my cock springing upward as it was released. "Mmmmmmm," she said, as she pulled those wet white panties to the side, and parted her pretty pink pussy lips with her fingers. She was shaven below, but I could see a thin landing strip starting just above her clit. "You have a beautiful body Carolyn," I said to her. "I want to tell you all the naughty things I want to do to you...", "Oh God James, please do," she said as her index finger twirled around her swollen clit.
"I want to kiss you like we were before Carolyn....mmmmmmmmm, you tasted so good....then I want to kiss, lick, and suck my way down your neck....down your cleavage...circling around your right breast, zeroing in on your stiff pink nipple....Pinch it for me Carolyn, and imagine its my lips...." I said.
She removed her hands from her already slippery slit and started to massage both breasts, occasionally pinching and tugging on her nipples and letting out low moans of pleasure...
"That's it baby," I said. "Imagine I'm devouring your succulent breasts - I love seeing how hard your nipples are getting while you do that....now move your hands down your stomach to the top of your pubic bone....good, now caress your inner thighs....imagine me tonguing my way down your hot body, lifting my head right above your stiff little clit so I can blow on it....then kissing, licking and sucking my way down your right inner thigh...down to your knee...your calf...how does that feel baby?"
"Oh my God James, I want you soooooooo bad...I want you to do all those things you are saying right now!" she said.
"Remember our agreement Carolyn....no touching...only looking and talking...." I replied. "Now, imagine I suck each of your toes into my mouth one by one, my tongue sliding in between them...then the other foot, starting at your pinkie toe and ending at your big toe....then I lick my way back up your calf, inner thigh, my chin finally resting on your pubic bone," I said.
Her moans were getting louder now as her hands returned to her hot pussy. "That’s it baby," I said. "Now glide your fingers over the top of your clit and down through your moist lips and imagine it’s my tongue...my God, you taste so fucking good Carolyn, mmmmmmmmm," now it was my turn to moan as I continued to stroke my throbbing cock. "I'm gliding my tongue up and down your sweet pink slit now Carolyn, lapping up your sweet juices from your clit to your tight little ass....Do you like how my tongue teases your ass baby?" I said.
"Fuck yes James, that feels so fucking amazing...it feels almost real," she replied, her eyes glued to my cock as a glob of precum oozed from my head. "Now, push a finger deep inside you baby....imagine it’s my tongue fucking you," I said. "That's it, move it in and out slowly just like my tongue would...then faster and faster as my face mashes into your sweet pussy hole."
"Holy fucking shit baby," she said, "That feels so fucking good.". "And it tastes so fucking good too baby," I replied.
"Now sink another finger in that tight pussy...yes, perfect...now take your other hand and tease your tight little ass with it...imagine I replace my tongue with two fingers, a third pressing gently against your asshole....now, use your thumb and flick your stiff clit....That’s it, perfect baby, now imagine my mouth returns to your clit, sucking it into my mouth, my tongue circling it....mmmmmmmmm, damn baby, I love watching you fuck yourself," I said.
I could see Carolyn's finger slip inside her ass to her knuckle as she thrust two fingers deep inside wet pussy. She just kept saying, "Oh my God...Oh my God...Oh my fucking God..." over and over again as her fingers picked up the pace slamming inside her hot wet hole, her other finger now moving in and out of her ass down to her second knuckle.
I was so fucking hard by now, my cock was just aching...my balls swelling as another huge glob of precum oozed down my shaft giving me some nice lubrication. As I stroked harder, I said, "That’s it baby...feel my fingers slamming inside your sweet pussy...feel my finger moving in and out of that tight little ass....feel my tongue sucking hard on that stiff pink clit."
Carolyn's fingers slammed into her warm wet holes as her moaning became louder and louder. I gave my cock a firm squeeze to stop me from going over the edge. I moved closer to her and said, "Baby, tell me when you are going to cum....".
Immediately, her inner thighs started to twitch, her eyes rolled back into her head and she screamed, "Fuck James!!!! I'm already cumming!!! Holy fucking shit!!!" Her whole body was spasming and I could see her pussy juices flowing down her inner thighs and ass crack. She only picked up the pace though, slamming two fingers into her sloppy wet pussy, her finger now completely buried in her tight little ass...she was fully engulfed in a massive continuous orgasm and could only say "God" or "Fuck" over and over again.
I sat there and admired her intense orgasm, my hand still firmly gripping my massive hard on to prevent me from cumming at this beautiful site. This went on for several minutes until she literally could'nt take any more and removed her fingers rapidly. Then an amazing thing happened - she just kept cumming!
"I fucking can't stop cumming James!!!!" she yelled, her face bright pink and her pussy literally dripping with her sweet nectar. It took several more minutes for this huge orgasm to subside, and when it did, she looked up and me and my hard cock and said, "I can't just believe that happened....that was the most intense orgasm I've ever had...."
"I can't believe it either Carolyn. I've seen some great female orgasms before and that ranks right up there at the top!" I replied. "And I'm pretty proud of myself for not cumming, although I can't lie...my balls are fucking killing me right now!"
Carolyn looked up at me, a wicked smile across her lips and said, "Well, let’s see what we can do about that!" She crawled over to me, licking her lips, staring at my cock still firmly in my hand, glistening with precum. She was about a foot away with her mouth open, and I said, "I thought you were'nt one of those girls who thought oral sex was not really sex?"
"That was before....that orgasm...." she said, her mouth watering with anticipation of devouring my throbbing cock. "I made a deal with you Carolyn," I said. "No touching, and that includes lips and tongues...." Fuck, I thought to myself, what a dumb fucking deal that was! I wanted to pound her pussy and flood her with about a gallon of my white hot lava that was welling in my loins.
She looked up at me, disappointed and said, "Don't you want me James?" with a teasing sad face. "You've got to be fucking k**ding me Carolyn, I've never wanted anything so bad in my life," I replied. "So then, have me baby," she said.
"A deal is a deal Carolyn, and I stick to mine," was my reply to that. "Whatever happens after tonight happens, but we stick to the program right now," I said firmly.
I wanted this woman so badly, but there was a method to my madness. If she knew she could trust me completely, I would have her wrapped around my finger for a long time. And this woman was worth having wrapped around your finger...
"Fine!" she said suddenly, and stormed off. I stared at her nice big firm ass as she left, wanting to kick myself in the balls for putting together this stupid plan in my head. "Now you blew you it, you dumb mother-fucker," I muttered to myself, wondering what the hell I was going to do with a severe case of the blue balls...
Feeling like I was stuck between a cock and a hard place, I seriously did'nt know what to do...then just as suddenly, she walked back in, holding a bright pink dildo and wearing a wicked smile on her face. "OK, you think you can tease me," she said, "Well, it’s my turn to tease you!"
To be continued….
Clover
- 03.09.2020
- 11
- 0
