good miss 3

Mrs. Goodwin opened the door. "Well hello there, Andrew!" she said smiling at me, "Please come in. How nice of you to drop by."

She led me into the living room. I noticed that was dark because the blinds were closed. She reached out her arms. I stepped up to her and we hugged for a long moment, nothing more. It felt so nice just being held by Joan, feeling her breasts against my chest. My penis was making itself known again. We then kissed on the lips. I was surprised when Joan tickled my lips with the tip of her tongue. I was ignorant of French kissing. With a little prompting I opened my mouth and let her tongue slip into my mouth. It was a weird feeling at but I sort of got used to it after a bit. I returned the favor and slipped my tongue into her mouth.

When we broke that passionate kiss, Joan patted my cheek. "Very nice, Andrew. You're learning. Now, why don't you have a seat on the sofa? Take off your shoes and stay awhile. I would offer you something, but I'm not used to having guests over to visit."

I did as I was asked, and sat down on the sofa.

"I'll be right back, Sweetie."

I waited for what seemed like a long time, but was really just a few minutes.

When Joan came back in she was wearing a silky pink robe. She looked beautiful. She sat at the end of sofa.

"Come here, Sweetie," Joan said patting the seat next to her. I scooted over to her. I was quivering in anticipation. This whole thing seemed like a dream. If it was a dream I wanted it to slow down so I could savor every second of it before I woke up.

She leaned over to me and kissed me on the lips again. It felt wonder again. Automatically I took her in my arms. Locked in our embrace, Joan gently leaned back, pulling me with her. I reached out and took her right breast in my hand and we kissed deeply and passionately. Joan worked her gown open and guided my hand to her bare breasts. I caressed those two perfect breasts.

Joan slipped her tongue into my mouth again. I was expecting it this time, so I let myself enjoy the sensation. With all of the simulation my blood was coming to boil. I broke our French kiss. I started smothering Joan's face with kisses. My lips were everywhere: her eyelids, her ears, even the tip of her nose.

"Oh yes, Sweetie…Love me, Andrew, Sweetie, love me!" Joan murmured.

"I do love you, Joan!" I blurted out between kissed.

In her infinite wisdom she soon put her fingers to my lips. "Shush, shush, Sweetie. We have plenty of time. No need to hurry. Let's just cuddle for a bit."

Reluctantly I stopped my kissing. I rested my head on her shoulder, and she started stroking my hair, after she closed her robe.

"That's it, Sweetie, just let me hold you."

"You know, Andrew, dear," Joan whispered in my ear after a few moments of silence, "I've always found attractive, since that first in day class."

"I've always liked you too, Joan."

"I've known that too."

We just held onto each other for a while. To continue my cooking metaphor, I had clamed down to a gentle simmer, and I guess that Joan could tell it was time to turn the heat back up a bit.

"Andrew," she said with a mock seriousness in her voice, "You have been neglecting someone."

I gave her a baffled look.

She opened her gown to expose her left breast. I now knew hat she was talking about. Back in the locker room I only had the chance to kiss her right breast, and the way we had been reclining on the sofa it was my left hand that was free to do the feeling, so I was more inclined to reach out for her right breast. I knew what to do.

As before I started kissing the base of her breast and slowly worked my way towards the nipple.

"Sweetie, you just know how to please me."

She took my left hand and guided it to her right breast. "We don't want anyone to feel left out, dear." Joan then murmured and stroked my hair. "Oh yes, Sweetie, suckle my tittie!"

I decided to be a little bolder and I licked the sweet bud of her nipple. This seemed to hit a nerve.

"Oh yes, Sweetie, oh yes," Joan moaned softly. "Nibble on it, Sweetie."

I felt a little odd at this request, but I gently took her nipple between my teeth. I did not want to hurt her.

"That's…yes…that's perfect, darling, Sweetie, Andrew, lover, oh yes!"

Without any prompting I changed over to her right breast and started kissing, licking sucking on that nipple.

After several minutes of that Joan stopped me again.

"You know, Andrew," she said taking my head in both hands. "You have me at a disadvantage: you have too many clothes on. Let's start by taking your shirt off."

I obeyed and eased my OP polo shirt over my head and off. This was just the opening that Joan was waiting for. She kissed me on the right nipple. I almost jumped at the sensation. I had never thought of getting pleasure from my nipples, but the way Joan kissed them changed my mind.

"Oh, Joan," I murmured. "That feels wonderful!" It was my turn to stroke her hair and kiss the top of her head. Her hair was soft and fine. It felt good under my fingers.

Between kiss she asked: "Did you ever notice that when I assigned color to the teams, I almost always had your squad change to red shirts? I liked looking at your chest." She was referring to the individual squad teams in PE class. The boys wore reversible t-shirts: grey on one side, red on the other. To tell teams apart on team of boys would change from grey side out to red side out, or go with out shirts; and the girls, much as the boys would have liked to see them change shirts; wore these stupid looking red tie-on bibs. "I always liked it when you chose to go 'skins.'"

When Joan had finished kissing and caressing my chest, she leaned back in the corner of the sofa. She opened her robe completely. She was wearing a very pretty pair of white briefs. They had a lace waistband and panels of lace that framed her mound. Much as I liked looking at her breasts, I could not take my eyes off of her pubes. My blood was starting to boil again.

"Would you like to kiss me down there?" Joan asked, noting my interest.

"Yes," I whispered huskily.

"Then come here, Sweetie."

There was something that I had to take care of first: I took off my jeans and socks, so I was just wearing my briefs. My penis was straining at the front. There was even a wet spot where I leaked a little in my excitement. Joan smiled as I stripped off my pants. She reached over and patted the prominence in the front of my underwear.

"Very nice, very nice indeed!" she complemented me. "I'll attend to you later."

I leaned over to her and kissed full on the lips. Taking my time had worked well before, so I figured to continue with a winning strategy. I kissed Joan's lips for a few seconds, then I moved to her cheeks, the down her neck, down her chest with a slight detour to kiss under her right breast.

Joan who had been breathing heavily, jerked and giggled. "That tickles!"

I continued down her beautiful body. Joan was about fifty years old, so her tummy was a little soft, but I didn't care. On impulse I rubbed my nose against her navel.

I slipped myself off of the sofa and knelt between Joan's legs. By now I had reached the waistband of her briefs. I didn't take them off; I kept kissing her through the smooth material of her undies. I eased my under her and held her bottom. I moved my lips closer and closer to her womanhood.

I had heard the locker room jokes about women's pussies smelling like dead fish or rotten cheese. Joan had a very delicate scent, with just a hint of muskiness to it. I fell in love with the aroma of woman's pussies at that moment, although, never did I find one that had as sweet a perfume as Joan Goodwin's. (Yes, over the years I've come across women whose pubic hair was a rough as steel wool, whose vaginal juices were as thick as used motor oil, and who did smell like rotten cheese.)

When my lips first touched the soaking crotch of Joan's panties, my penis felt like it wanted to burst. I knew that I would ejaculate in an instant if I so much as touched it. I kissed up and down the length of her vulva. I then kissed the crease where her legs joined her torso. There were wisps of fine pubic hair sticking out of her panty. I worked my tongue inside of her undies for my first taste of heaven. It's hard to describe the taste, but Joan was light, thin and sweet.

"Oh Sweetie, take them off! Take them off, you tease!" Joan moaned.

In response I started easing her panties off. I stopped kissing her pussy, and as each little bit of skin was exposed I kissed it.

I was slightly surprised. This was in the early days of 'The Penthouse Revolution' when men's magazines first started showing the pubic hair of their model. From the few times I had seen those types of magazines I knew that women had thick amounts of pubic hair on their pussies. As I've mentioned Joan was in her fifties, so instead of a thick, dark bush her pussy had a thinner coverage, as was graying a little bit. I didn't care, the hair was long and fine textured and it felt good as I kissed across and down her mound of Venus.

When I came to between her legs I paused to take my first good look at woman's genitals. Here the information from Sex Ed class was actually of some use. I did know the technical names of the various parts of a woman's anatomy. Because of her age a bit of Joan's labia minora were peeking out in what I would later to learn to a call a 'butterfly.' I thought it was a beautiful sight. Again I kissed up and down the length of her womanhood. The tastes and scents were driving me crazy. The pot was about to boil over, to continue my metaphor.

"Use your tongue, Sweetie!" Joan moaned. "Lick me, taste me, put your tongue in me, Sweetie."

I did as I was told. The textures of the skin and fine hair, combined with the ambrosial taste of Joan were heaven on earth for me. I didn't want to stop, and from Joan's moans and murmured endearments, she didn't want me to stop either. I parted her labia with the tip of my tongue. I licked deeper and deeper into the folds of her womanhood. The tip of my tongue found the sweet bud of her clitoris, and I caressed it lightly. I was totally surprised by the reaction.

Joan groaned, moaned, arched her back and clamped my head between her legs. She called out my name, and with an overarching 'Sweetie!' she collapsed.

I sat back on my heels. In my innocence I thought, for a brief moment only, that Joan had had a heart attack. I was reassured when she started breathing deeply. She looked so beautiful laying there naked except for her robe, which was wide open.

"Oh, Andrew, that was wonderful!" She said smiling at me. "You know what I want."

I got up and sat back down on the sofa and closed my eyes. I may not have had an orgasm, but I was emotionally fulfilled. I had taken great pleasure in giving Joan her pleasure. I opened my eyes when I felt Joan move off of the sofa. She was positioning herself in front of me, kneeling on the floor.

"Turnabout is fair play, Sweetie."

Joan leaned over kissed me on the lips. I reached out for her breasts. Gently she pushed my hands away. "Just lean back and enjoy, Sweetie. Let me do all the work now."

She rubbed my chest and nipples as she kissed me tenderly on the face. As I had done for her, she worked her way down my torso. I did as I was told and leaned back. At least until she got to the lower edge of my ribs. She hit just the right spot and it was my turn to jump from being tickled.

"Oh, you like that?" Joan asked mischievously, "How about this?" she asked as she tickled the other side of my ribs with her fingers. I convulsed with laughter.

She smiled at me yet again. "I'm sorry Sweetie, I just couldn't resist. Lay back again. I'll be good. I promise."

Joan resumed her kissing, studiously avoiding my ribs. When she got to my briefs she started easing the waistband down. My mind was racing and my heart was pounding. Joan was about to see my penis! No woman, except mom years ago, had seen my privates. I was struck with a sudden anxiety about my size, but I was enjoying myself too much to worry. I wanted Joan to see me.

Joan gently took my penis with one have and pulled my briefs out of the way. My fears were allayed by what she said next.

"Beautiful! Just like I've imagined, Sweetie."

Of course I had masturbated, and enjoyed it very much. Now, with someone else, a beautiful woman handling my manhood it felt better than it ever had when I did it. Gently, knowingly, Joan softly pumped her hand up and down the length of my shaft. I was in heaven again. I closed my eyes to enjoy the overwhelming sensation of pleasure.

I was startled when I felt something warm and wet on my penis. I opened my eyes. Joan had taken my erect penis in her mouth and was bobbing her head up and down while she fondled my testicles. It was a wonderful sensation but I didn't want it.

"No, Mrs. Goodwin, no," I pleaded, "I don't want to cum in your mouth."

Joan removed her mouth from my organ. "I won't let you, Sweetie. When that happens I gag and it ruins the mood." She resumed gently masturbating me. "Besides, I want you to cum in only one place," she gave me another mischievous look, "And that place is not here." She took my briefs off the rest of the way and stood up.

She held out her hand to help me off the couch into a hug. Our naked, or almost naked, bodies touched. The sheer pleasure of feeling her soft, warm flesh against mine was magnificent. Her breasts were pressed up against my chest, and my penis was squeezed against her leg. We kissed again, my hands scrambling for her breasts and bottom, while Joan took hold of my penis again. I struggled with alternating hands to slip her robe off her shoulders. Shortly it joined the rest of our clothes on the living room floor. My manly instincts took hold, and I reached between her legs to touch her pussy.

"Yes, Sweetie, that feels so good." Joan whispered in my ear as I slipped my finger between her labia. I rubbed around until I found her clitoris. She reached a small orgasm quickly. I was amazed at how sensitive she was.

Joan backed out of my hug.

"Come with me, Sweetie," she beckoned.

I followed her gently swaying bottom down the hall and into her bedroom. It was obvious even to my inexperienced eyes that this was a woman's bedroom: nice curtains, soft carpet, various feminine type knickknacks on the dresser and such. What I really noticed was the bed had been turned down so it was open an inviting.