Trading in For an Older Model

"So what are you saying?" I asked, stalling for time as I made up my own mind. It was pretty obvious to both of us what she was saying.

"I'm saying I can't ask you to..." she paused, trying to find the right words. "I know it's a coward's position I'm taking here..." I stared at her vehemently as she continued. "Now you know how I feel about you. If you want something to happen here, then you have to make the first..."

I didn't wait to let her finish her sentence as I practically lunged at her, took her in my arms, and kissed her with more passion than I had ever felt for a woman in my entire life. She responded with a soft whimper into my mouth as she kissed me back. She instinctively parted her lips as I slithered my tongue into her mouth and found her eager tongue greet me as they danced and sparred with one another in our collective mouth.

I ran my right hand along the side of her head, through her silky hair, while I lifted my other hand to begin stroking the outside of her right breast through her dress and bra.

Now that we had passed the point of no return, I decided that my first goal in that moment was to finally get a glimpse of those two wonderful and sizable mounds of flesh I had long wondered about and had recently become obsessed with.

I broke our kiss and began planting light but wet kisses with my lips and the tip of my tongue starting at her ears as she moaned with approval and clutched my torso and head tight to her. I moved to her neck and slowly began making progress down, paying extra attention to her collar bone which caused a shiver in her. As I continued down her chest to where her cleavage began, I broke off to one side and began lightly licking and kissing the inside of the top of her left breast.

As she continued to sigh and moan, I grew bolder and moved my hand to push away the straps of her dress, hoping this was what she had in mind, as well. To my delight, she began to pull me tighter to her body to urge me on while I pulled the straps down.

I pulled my mouth away from her delicious flesh for a moment so that I could admire my progress. Dawn looked incredible with her cocktail dress fallen in a crumpled heap at her sides and her black lacy floral patterned bra on display as her last line of defense, struggling to keep their contents locked up. The word "struggling" was an understatement. If Dawn looked busty in the office, wearing her turtleneck sweaters, she looked positively immense here, overflowing even in her double D cup bra.

That was just about the sexiest thing I had ever seen, I decided in my head. Dawn just smiled at me as I'm sure my tongue was hanging out of my mouth as I ogled her. After all, I was giving her the look that just about every straight woman hopes to receive from her man.

"I don't suppose you want to see them, do you?" she said, teasing with a faux innocent tone.

"I wouldn't be opposed to it." I said, managing to choke out the words, still intentionally staring lewdly at her chest to convey how turned on I was for her.

Dawn slowly reached her hands behind her back to find the straining clasp of her bra. As she unhooked the clasp, she arched her back to making them bulge further and give a more dramatic effect. She clutched the unhooked bra to her chest for a moment before slowly pulling it down from the front.

I felt my eyes widening as I took them in, not a foot away from me. Now you have to keep in mind that the majority of my first hand experience with tits was Stacy, who was swimming in a B cup. And while I don't consider myself an expert, I've seen a good bit of porn and enough "perfect" big tits to last a lifetime.

Dawn was different, though. They were two nearly identically sized globes of porcelein white skin without a single imperfection save for two sizable light chocolate colored areolas which I couldn't wait to wrap my lips around. Of course her breasts hung down with a decent bit of sag, but not as much as you'd expect on someone her age after carrying them around her whole life, but as far as I was concerned, that bit of sag just made them look better. They were perfectly proportioned on her body, and to me were the greatest pair I had ever seen. They were real.

"I figured you were a tit man from the looks I've caught you giving me." she said, grinning. Dawn's words brought me out of my trance and back to reality.

"You're beautiful." I said vehemently in response.

"Thank you." she replied, smiling. "They're all right." she said, looking down at her chest.

I moved back in and kissed her passionately on the lips. Just then, Dawn pulled away, lifted the straps of her dress and replaced them around her shoulders, picked up her bra from her lap, and stood up. Shit had I done something wrong I wondered? Don't tell me she was getting second thoughts or wanted to take things slow now of all times I thought to myself.

I needn't have worried, as she reached out her hand to me. I took her hand and stood up, and she led me down a dark hallway to a bedroom where she lit a single candle on the bedside table before she turned back to me. She looked gorgeous standing there in that soft, dancing light. I approached her, taking her into my arms and kissing her passionately once more.

She kept her lips on mine as her hands rushed to unbutton my shirt from the top, finally pulling it off of me. Her hands then moved to my pants as she removed my belt and began undoing my pants. She pulled my pants down off of me as I pulled the t-shirt I was wearing over my head. I kicked off my shoes, socks, and pants until I was only in my boxer shorts. We embraced once more and I pulled the straps of her dress down but this time it fell to the floor so that she was down to a pair of sexy black laced panties with a little bow at the top.

Here I was, standing with my secretary (who was 20 years my senior) in her bedroom, wearing nothing but our underwear. What a difference a couple of days can make, I couldn't help but think to myself.

I didn't feel like thinking anymore as I aggressively pushed her onto her back on the bed. I climbed on top of her and Dawn must have liked my aggression as it seemed like an animalistic change suddenly came over her and she got much more aggressive herself. She pulled her tongue out of my mouth and move to my neck and began frantically biting and nibbling as I fondled her breasts. I picked her up and moved her further onto the bed so that I could slide down and experience her tits firsthand.

I left a trail of tongue kisses down her neck and chest until I was where I wanted to be. I cupped her right breast in my hands, slowly moving my fingers closer to her nipples and began lightly ribbing the tip of it. She had a slight convulsion at my touch as I moved my right hand to her left breast and began doing the same.

I finally began kissing the side of her right breast, licking from just below her nipple to the salty underside, making sure to give complete praise to every inch without leaving a spot out. This also served to tease her as I intentionally avoided her nipple. It was now or never, I figured, and her soft moans gave way to gasps as I covered her nipple with my mouth and begin to whip my tongue across and suck the flesh in with fervor.

I could barely get her entire nipple into my mouth it was so vast. I started nibbling her nipple which sent her bucking into the air at first but I restrained her so that she couldn't move as I increased the intensity. Without losing contact between my mouth and her nipple, I climbed my body to her left side and began inching my hand down her stomach and toward her waist.

When I reached her underwear, I located the top of her labia and began lightly stroking her clitoris through her panties. Her moans increased in volume, and after a moment of this I decided to push it further and moved my hand under her panties so that my digits were resting on her uncovered clit.

"Oh godddd" she cried out, bucking once again straight up into the air and throwing my mouth of her for a moment. I moved to the other breast I had been neglecting and enveloped her nipple with my mouth. I teased the tip of her nipple tenderly at first before clamping down harder and whipping my tongue back and forth. I dialed up the intensity of my fingers on her sex, as well, and she started spasming even harder than before. "Oh my goddd, oh my goddd" she kept repeating through moans.

Watching Dawn's excitement was beginning to really get to me as I felt my own organ growing between Dawn's passionate cries and the friction she was causing against it by bucking back and forth.

I decided it was time and climbed up on top of her. Dawn lifted her butt off of the bed to allow me to remove her now soaking wet panties. I put my weight on my elbows and hovered above her as she reached down and stroke my cock through my boxers.

I'm not the biggest guy, but at 7 inches I knew I was slightly above average in the size department and in this moment I felt a bit bigger than usual. I looked for her reaction, and Dawn didn't look in the least bit disappointed when we slid my boxers off together.

"Hmm look at that." she cooed. "Did I do that?" she asked with the same sexy faux innocent tone which was driving me crazy.

"I'm afraid so." I confessed. "What should we do with it?" I teased, feigning naivety myself.

"I have an idea of what we can do with it. I know just where to put it" she said while gently but firmly grasping at cock's base and pulling me slowly toward her slit.

I held back for a moment as my own thought caught me by surprise. "Maybe it's silly to mention, but should we have protection?" I asked in part as a courtesy to her before realizing that I likely wasn't helping the mood by asking.

"Don't worry about it" she quickly replied as she pulled me toward her more forcefully and I relinquished all control to her. I wasn't sure if she even registered what I had said, but I didn't think on it any longer as my mind was completely focused on the pleasure we were about to give each other.

When I finally reached her, Dawn rubbed my cock up and down her entrance before slowly parting her lips and guiding my head into her anxiously waiting slit.

"Oh" we both exclaimed, nearly in unison at the sheer euphoric bliss we were beginning to experience together as I slowly pushed through the ring of nerve endings and muscles at her opening.

Dawn was sopping wet down there as I worked my way in but despite this, she still felt snug as I worked further in, inch by inch. She was tighter than I would have imagined before I realized that having never been with an older woman (or any other woman besides my wife), I really didn't know what to expect. Eventually I looked down to see that I was all the way in to the hilt and felt myself rubbing against her cervix.

I held myself there, being inside Dawn completely for the first time. Being inside Dawn's warm sex felt incredible, a strange but wonderful mix of soft satin and electricity somehow. I looked down at my mature lover. She looked happy and content as my cock seemed to fill her out perfectly in full. I brought my lips to hers and we shared our most intimate kiss yet, long and slow with our tongues intertwined as I slowly pulled my cock out of her until only the tip stayed in.

"Let's take it slow at first; it's been a little while for me." she told me as we broke the kiss. I nodded and pushed forward once again and worked my way back in, watching my cock disappear once more as she shut her eyes and moaned.

I slowly built up my rhythm. I was in no hurry and truthfully was content to go all night in that moment as I was experiencing pure and constant bliss. We would share deep, intermittent kisses when we weren't burying our heads in each other's flesh because the sensations were too intense.

After a few moments, I began to increase my pace and Dawn sealed her eyes shut and bit her lip. I craned my neck down and began alternating sucking on each of her tits. At the same time, while supporting myself with one arm, I moved the other down and found her clit with my index and middle fingers and began rubbing her furiously, a technique which proved to be very effective on Stacy.

That must have caught her by surprise because Dawn flashed her eyes wide open and began bucking wildly and crying out "Jesus!", "Oh my God!", and other variations in succession. After a minute of this I felt her vagina contract repeatedly and clamp down harder on my cock involuntarily. She clawed at my back with her fingernails as her orgasm began to hit her hard in full.

Nothing does it for me like seeing a woman in complete ecstasy, and seeing Dawn going wild from the sensations I was giving her proved to be too much for me. I felt my balls tighten up and knew my own orgasm was imminent.

"Oh God..." I muttered, "I'm going to cum" I cried out, half to excite her and half to warn her in the outside chance she didn't want me exploding inside of her.

She simply responded by crying out "Deeper!" to me and locking her thighs around my buttocks. I groaned as I pushed deeper into Dawn spasming pussy than I had ever been in a woman in my life, then gasped as my cockhead swelled and I felt the first burst of my seed fire from my balls to deep into Dawn's womb.

Stacy and I hadn't had sex in a few months and I hadn't even had time to pleasure myself in a few weeks because of work, so when that first burst hit me, I could tell this was going to be a big one.

I kissed Dawn wildly as our shared orgasm washed over us in our private world of euphoria. I felt her lock her thighs even tighter as I continued to shoot round after round of cum into her. I can't remember how long that orgasm lasted, I lost count after the tenth jet of my semen coated Dawn's insides, but it had to have been a personal record for me in what was the most intense orgasm of my life.

All of my sexual repression, all of the taboo of the situation, everything about this woman had made it happen. I felt like I had lost my virginity all over again as we lay there catching our breath after our orgasm subsided. We lay there in each other's arms, staring into each other's eyes like googly eyed teenagers.

"Well that just happened." I said after I caught my breath, trying to suppress a grin.

"Yes it did. What did you think about it?" she asked with a slight tone of concern.

"It was incredible." I admitted.

"Yes it was." she said happily as we stroked each other's flesh.

"You asked me why I never dressed in the office like I did tonight." she said after a moment. "I've felt an attraction to you for awhile now, but figured nothing would ever come of it. I didn't dress like that because I knew why I would be doing it, and I didn't want to let myself get into that head space." she explained.

"What head space is that?" I asked.

"Of trying to get you." she admitted.

I smiled at her. "Well now you have me." I said as I kissed her on the nose and snuggled closer to her, the friction of which brought my member to life again as it stirred against her.

"Hmm what's that I feel on my leg?" she asked once again in her faux innocent but sexy as hell voice which was rapidly growing on me.

"I think he's just saying 'hello'." I said, trying to match her tone and a bit genuinely surprised I was getting hard so soon after that particular orgasm.

"Well I don't want to be rude, I should go give him a proper greeting" she said as she slid beneath the sheets. I suddenly felt light kisses on the head of my cock, as if she was getting acquainted with it. After a moment, I felt Dawn's warm mouth envelope my head as her tongue swathed around the tip. Ten seconds in and I was in heaven.

Whether it was her religious background or just a lack of interest in doing it, Stacy only ever went down on me two times, neither of which I could ever enjoy because she acted like I was forcing or guilting her into it (in retrospect I probably was). I had only ever dated one girl seriously before Stacy, and while she tried her best to please me that way, this was unlike anything I had ever experienced in my life.

I pulled back the covers to get a better view of my lover going to work on my shaft. Dawn turned her head sideways and took near my entire girth in her mouth as she ran her tongue up and down alongside it. I stroked my fingers through her hair while I laid my head back and closed my eyes.

Dawn then settled down and began sucking the entire length of my shaft in and out of her mouth in earnest, slowly and tenderly toward her goal.

She gently wrapped her hand around me just below her lips and would stroke up and down while twisting her hand lightly to match the movements she was making with her mouth. That's when it began to feel incredible as I felt my second orgasm approaching. I opened my eyes and watched her work on my cock with expert attention. Even the slurping and groaning sounds she was making as she went were more exciting than anything Stacy had ever done.

God this was about the most erotic thing I had ever seen. Or so I thought until a moment later when she locked eyes with me as she continued to work up and down on my shaft with a faster tempo and renewed determination.

Watching my organ in her mouth with her eyes staring deeply into mine was too much; she must have known that would end it for me because I felt my balls begin to swell up as she braced for impact with her mouth wrapped tightly around my cock. I started to shake as my orgasm hit me. I groaned and lay my head back as my balls emptied their contents into Dawn's mouth, coating her tongue and the back of her throat with my cum as she slurped and swallowed it all down, never budging.

My orgasm finally subsided and she sensed this as my body loosened up and she released my cock from the wonderful prison that was her mouth before giving the head a couple more light kisses and returning to my arms.

I think I'm in trouble, I thought to myself as I pulled her closer. Were all women like this, or even just all older women I asked myself as I wondered what I had been missing out on. Somehow I knew that it wasn't other women, it was entirely Dawn.

All in all, we made love four times that night. Four and a half if you count an ambitious attempt in her tiny shower.

As I was collecting my things at the end of the night, I told her I had to see her again like this, but that we couldn't tell anyone anything until I figured everything out. She didn't much like the idea of sneaking around and being "the tramp" as she put it, but we were so addicted to each other's bodies she begrudgingly went along with it after the marathon session we had had tonight.

We carried on like this for a few blissful weeks. I didn't see Stacy much as I told her I was working late most of the time when I'd go over to Dawn's after work. A handful of times I really was working late, and Dawn was only too happy to keep me company. We had a few quickies in my office and came dangerously close to getting caught one or twice which of course just made it that much better.

She was always sweet, caring, generous, and she had a great and sarcastic sense of humor which always had me laughing, not to mention she was a spectacular cook. She even had a love of cinema and enjoyed going with me to see independent and foreign films at the local indie theater, something I could never get Stacy to do.

Dawn began dressing more casually at work, as well, wearing skirts and dresses which complimented her figure almost daily which earned her lots of compliments from our coworkers and of course which delighting me to no end. One day in the break room I heard a couple of our coworkers note that a change had seemed to have come over her out of nowhere and that she looked more confident, attractive, and even youthful seemingly overnight. Little did they know the reason, I smiled to myself, as I simply agreed with them.