All Good Things...

All Good Things...
by Dr. V ©

I'd been in love with Sara ever since my best friend started dating her. The fall of our seventh grade year Sara transferred to our school from somewhere in Maine. Even at that age, she was unbelievably gorgeous. With her long blond hair the texture of silk, big hazel eyes and smooth fair skin, she immediately became the object of desire for every male in our school. Lucky for him, she moved in right down the street from my best friend Rob.

We had been friends ever since I moved into town two years previous to Sara. Rob was the kind of guy that never met a stranger. Charming, outgoing and attractive, he was never lacking for friends. Which was all the more reason for my appreciation and loyalty towards him. I had been new in town, and even though Rob had more friends than he knew what to do with, he took me in, showed my around and gave me a smooth start at my new school. Looking back, I suppose Rob and I had remained such good friends due to the fact that while we were both popular, we both knew at a very early age how trivial life at that age can be, and we tried to separate ourselves from the pointless popularity wars and cliques that always form in school. Like I said, we were both popular, but we never closed ourselves off with one group of friends. I also think that was the reason Sara became such a good friend to both me and Rob.

Sara knew she was attractive, but she never let it go to her head. She worked tirelessly in school, and was one of the top students in our class, purposely keeping out of the cliques in the same way Rob and I did. Rob took Sara in much the same way he had with me. While other guys were fawning over her in school, Rob treated her just like any other person, which Sara appreciated. It was no surprise to anyone that the two of them went to the Eighth grade dance together year later. The three of us were best friends, but Rob had an outgoing charm that I lacked, so he naturally "got the girl", so to speak.

All throughout High School, little changed. We all grew a little older and more mature, but we remained close friends, with Rob and Sara dating the entire time. Our interests also diverged, Rob's main interest in school was government, Sara's was math and chemistry, and mine was writing and art. You really couldn't get three people who appeared more different on the outside, but our personalities were always closely tied. By the end of High School, Rob had become a handsome 5'11", with light brown hair, Student Body President, captain of the Debate Team, and one of the top runners on the Track Team (the other being myself).

I was a little taller at 6'2", black hair, and having won a scholarship to Art School at the University of Michigan. Sara was of course unbelievable. Her height hadn't changed much since we had first met her, but she seemed to get better looking every year. At 5'5", she had a natural slim build with an ample chest that she tried to hide in baggy sweatshirts and blue jeans. She tried very hard to prevent people from seeing her as a sex object. She had become the girl of my dreams, all the while dating my best friend.

I remember the exact day that Rob told me they had finally had sex. February 18th of our sophomore year in school. Rob was dying to talk to me about it, but when he starting getting into the details, I said, "Rob, congratulations, that's great, blah blah, blah. But I DON'T want to hear about it. Sara and I are friends, and the last thing I want to do is think of her in bed!" Of course, thinking of her in bed was one of my favorite past times, just not with him. I had lost my virginity on April 5th of that same year to a girl named Liz. She was very attractive, with short brown hair, a tight waist, curvy hips and nice C cup tits that fit perfectly in my hands. She was a senior at the time and I was her third lay, according to her. We had only been dating about a two weeks before we had sex. We did it in her parent's lake house about an hour north of town. It was still pretty cool, so they hadn't re-opened it yet. We made our way into the master bedroom kissing and groping the entire way. She laid me down on the bed and unbuttoned the flannel shirt she was wearing, kneeling over me.

"Seeing as how this is your first time, i'll try and be gentle," she said in a sarcastic way. "Now lets see that pet of yours you keep hidden away in your pants." I found out later on from a friend of hers that one of the reasons she wanted to get into bed so fast was to see the size of my cock. The first time we had been making out, she had felt it through my pants. Apparently, she had told her friends that she just "had to get a look at it. It feels huge!" I already knew I had a pretty big dick from the showers in gym class. It was noticeably larger than most of the guys in the locker room, but i'll never forget Liz's reaction when she finally saw it that night.

Standing at the foot of the bed in nothing but her panties, her tits jutting out proudly from her chest, she grabbed the legs of my pants and yanked them down as if she were pulling away a vale for some trick in a magic show. Her eyes bulged out and she put her hand to her mouth, yelping, "Holy shit! Its huge!" I was laying there naked as the day I was born on her parents bed, with my dick pointing towards my chin, throbbing against my belly. At nearly eight 1/2 inches, it reaches up to my belly button, and at 6 1/2 inches around, is almost as wide as my wrist. "It looks like YOU'LL be the one that needs to be gentle," she said as she bent down and took my cock in both hands watching in amazement as it slide through them. "I can't close my fingers around it!"

As excited as she had been before, she was nearly frantic now, and I hadn't even touched her. Starting off slow, she quirky began to furiously jerk me off, just staring at the thing in her hands like she didn't believe it was there. Unable to close her mouth around it, she then began licking it from base to tip nearly as frantically as she was stroking it. Wet with her saliva, it now slid smoothly between her fingers as she pumped it with both hands. She was moaning out and panting in anticipation of what was to come as she kept moving her eyes from mine to my cock.

When she finally stopped jerking me off, she climbed up onto the bed with all fours and gave me the most smoldering look I've ever seen in my life. "I better be on top this time- I don't think I want you pumping that thing into me." She was being totally serious, but it was the most erotic thing anyone had ever said to me. We slowly began kissing each other again, her fevered pace now having abated without my cock in her hands. Within minutes, however, our tongues were battling inside our mouths, and she was grinding herself against my huge dick. She quickly sat up and taking my dick in one hand, positioned herself above it. She casually moved it back and forth working it inside her pussy lips, and very slowly started to ease down onto me. She looked me straight in the eyes with her mouth wide open as if in shock as she impaled herself onto my lap.

When she was about halfway down, she turned her head to the side, clenched her eyes shut, and let out a moan that sounded like immense pleasure bordering on unbearable. Having finally eased herself down as far as she could go, she placed her hands on my chest and began to rock back and forth. She felt like a warm, wet glove fitting tightly around me as she eased herself back and forth, sliding my cock almost completely out of her, before slowly lowering herself back down- each time letting out a choppy, breathy gasp.

After a few minutes, Liz was getting frantic again. She sat up and put her hands on top of her head, moaning and panting, "Ohmygod, ohmygod... Jesus, Mike... Ohmygod," I reached up with my hands and began massaging her tits, her nipples taught with pleasure already. I rubbed my hands over them, gently pulling on them with my fingers, eliciting an even louder response from Liz as she began to pick up the pace. She was now bouncing rhythmically on my lap, plunging herself onto my cock over and over again, her moans becoming one long sustained gasp of pleasure interrupted only by sharp intakes of breath. When I leaned up and took a nipple into my mouth, rolling it with my tongue, she cried out and began to spasm on my lap. Her hands clenched tight around my neck, holding my head against her chest, bucking herself against me as her orgasm washed over her. At this point I grabbed her waist and swung her over onto her back, never letting my dick slide out of her. She looked up at me in surprise, drunk with pleasure.

"I think you'll be OK," I said with a smirk on my face as I slowly began moving above her. She began moaning again as I slowly slid all 8 1/2 inches into her over and over again.

"Jesus, Mike... I can't... I can't... Take it..." She was whimpering in pleasure against my cheek. I grunted loudly as I could feel the beginning of my own release building within me. Wrapping her legs around my waist, she began clawing at my back as I quickly picked up the pace. Ramming as fast and hard as I could, Liz screamed out as another orgasm exploded inside her. I kept up the pace of my thrusting as Liz rode out her orgasm. After a couple more minutes, I unloaded in her.

Things didn't change too much for any of us through those years. Rob and Sara dated, and I had a few girlfriends- none of whom I really cared that deeply for. Graduation rolled around, and all three of us ended up at Michigan. Rob and I roomed together our Freshman year in Bursley. Even though the dorm was on North Campus, Rob agreed to live there because it was closer to my art classes and the rooms were larger. Sara lived on Central Campus and ended up rooming with a girl from New York City named Anna. In her infinite wisdom, Sara of course immediately set me up with Anna, since both of us were single at the time. She was very attractive with shoulder length black hair, and a very petite 5'2".

After a couple of double dates with Sara and Rob, Anna and I began spending time on our own. We got along fantastically. Anna was planning on going into journalism while I was hopefully going to be doing a double major with literature and art, so we had plenty to talk about. After about a month of steady dating, Anna and I had done pretty much everything but have sex. Her initial reaction upon seeing my member was a little different from that of Liz- Anna seemed downright scared. So much in fact that she was hesitant to actually let me fuck her.

One evening while we were at Anna's dorm room (Rob and Sara were at mine), I decided to go down on her. Things had never really progressed past me fingering her and her jerking me off with her hands. I was sucking on one her of B cup tits, the nipple standing out like a pencil eraser, quickly sliding two fingers into her hot, wet pussy. While pressing her nipple against the roof of my mouth with my tongue, I moved my fingers out and began massaging her clit. Her already light, panting moans immediately became choppy and higher pitched as her orgasm built. She let out a loud sigh and grabbed me to her in a tight hug as the waves of orgasm washed over her, my throbbing cock pressed against her leg. She kissed me deeply and said, "Ok- now its your turn."

"Uh uh. Not yet." I kissed her again sliding my tongue into her mouth swirling it around hers. I moved my way down to her neck, lightly kissing her delicate jaw before descending onto her collar bone. She let out a soft moan of pleasure as I worked my way down to her breasts. Her nipples still rock hard, I took the left one in my mouth, while using my fingers to toy with the right one. First I flicked it lightly with my tongue before pulling it into my mouth with a light suction, her moaning becoming deeper and more pronounced. I moved my left hand off her breast and slid it slowly down her body to her wet crotch, and slid two fingers inside her. A wide, intoxicated smile spread across Anna's face as my fingers began to work their magic once again.

She was so caught up in the action of my hand that she hadn't noticed that my mouth had left her nipple, and when I pulled out my fingers and replaced them with my tongue she cried out in a mixture of surprise and pleasure. I sucked on her labia one at a time before burying my face into her pussy, sticking my long tongue into her vagina, licking and probing furiously while my nose nuzzled her clit. She draped her legs over my shoulders, and I moved my hands up to massage her breasts while my tongue began building her towards another orgasm.

When I moved my tongue out and began licking her clit, she grabbed my head and pulled it into her, moaning with pleasure. "Mmmmm.. Mike. Please don't stop... Don't stop... Mmmm...." Anna, who was usually fairly quiet in bed, was unable to control herself. As her orgasm hit, she yelled out in the most guttural sound I'd ever heard from her. I kept my face planted where it was and began licking even faster as her orgasm surged through her. The yell bellowed into a scream as another orgasm hit her before the first had even left her system. She was bucking into the air while her legs spasmed, still draped over my shoulders. "Mike, please stop! I can't take it anymore! Please!!" I finally let up at those words and crawled up to kiss her. She hungrily kissed me back, tasting herself on my lips before collapsing back on the bed completely spent.

After a few minutes, she regained her composure. "Lay down," she commanded. Happily I obliged. I laid on my back with her propping herself up by her elbow right next to me. She casually took my then flaccid dick in her hand and began playing with it as though it were a new toy that she wasn't quite sure what to do with. Within a minute, I was rock hard, bulging well beyond the capacity of her little fingers to hold. Getting as much of her free hand around me as she could, she began jerking me off. After a few minutes, she suddenly sat up and threw her left leg over my lap and was straddling me, holding my cock against her belly while stroking it. I had never pressured Anna into sex because of her size. From fingering her I could tell that she was incredibly tight and I didn't know if she would be able to take me in. Anna, of course, had the same concerns. For some reason, she now felt like trying and moved herself forward so my cock was pressing against her tight, wet pussy. "I don't know if i'll be able to do this, Mike." Her eyes were pleading with mine.

"I know, Anna. Don't worry about it. I don't want you to feel like you have to."

"I know I don't have to. I want to." With that, she began to ease herself back onto my cock, taking deep breaths. With only the head in, she began moaning in a mix of pleasure and pain. Inch by inch, she lowered herself onto me. I had never felt a pussy so tight in my life. It was like a hot, wet hand squeezing my dick. With seven inches in, Anna's eyes were closed tight with pain. " I can't go any more. I'm sorry, Mike."

"Its OK. You don't have to."

"Let me just sit here for a minute, OK?"

"Anna, you can sit there as long as you like," I said with a big grin on my face. She gave me a nasty little look at that and teasingly hit me in the chest.

"Ha ha. Ha. You big meany." She bent down and kissed me, moaning against my mouth and running her fingers through my hair. Instinctively, her hips began to move. She slowly rocked back and forth, only moving an inch or two in either direction. With her hands on my shoulders, I could watch the reaction in her face as she cautiously began to ride me. Pleasure started winning out over the pain as her moaning increased. I rubbed her nipples with my hands as she rocked back and forth on my rock hard dick. I glanced between my legs and watched as my thick cock moved in and out of her.

I could hardly believe she was doing it- her pussy was so tight I could hardly take it- I had to concentrate not to let myself go right then and there. She increased her speed as she became accustom to the enormous girth of my dick. I watched her face as she closed her eyes and threw her head back, panting like an animal as she rocked back and forth on me. Although she never took in all eight 1/2 inches, she had found a good steady rhythm and was quickly building toward a mind blowing orgasm. Quickly bucking against me, she looked down into me eyes as though she couldn't believe what was happening to her. Her arms began to quiver, barely holding her up. "ARRRGHHHH!!" She screamed out as she came, triggering my own release into her tight pussy.

Things progressed like that for most of our time during college, and after graduation Rob and I began drifting apart. His career took him to Washington, while I moved to Chicago. Three years had past since I had seen either of them. I talked to Rob and Sara every couple of months- the two of them had gotten married soon after graduation, and Sara had found a job teaching high school chemistry in D.C. I had always envied the relationship the two of them had. While I had been in relationship after relationship, the two of them had been been together for as long as anyone could remember. They seemed to fit together like two pieces of a puzzle. I think part of my problem was that I was always comparing every girl I dated to Sara, and none of them could measure up.

One Saturday afternoon in early October, I was trying to complete a painting I had started when I heard a knock at my apartment door. Cursing under my breath at being interrupted, I walked over to the door and impatiently opened it. Standing there in the entryway was Sara. I had never seen her look so uncertain and scared in all my life. "Sara! What on earth are you doing here!?!" My anger and frustration melted away as I saw her, and pulled her inside for a long hug. While still holding each other, I continued, "Its great to see you, but this is unexpected, so say the least."

"I know, I'm sorry Mike. I should have called and told you I was coming."

"Don't worry about it." We finally pulled away from each other. "Come on in. So what brings you here?" I walked her into my apartment, guiding her towards the couch with my hand at the small of her back.

"Have you talked with Rob recently?" She asked as she sat down.

"I don't think i've talked to Rob since June. Is everything OK?"

"Well, not exactly. Mike, I'm not sure how to even begin to tell you this, so i'll just say it. Rob and I are getting a divorce."

"WHAT!?!" I could hardly believe my ears. Every time I had talked to Rob or Sara, both of them seemed to be doing fine and more in love with each other every day. "What are you talking about? I thought you guys were doing fine?"

"We were. I'm sure Rob hasn't told you that he lost his job."

"No, he didn't." Sara was just dropping these huge bombs on me now. I was completely stunned. Rob had gotten a very good job with an environmental lobby in DC, and had been doing very well the last time we talked.

"He was let go almost three months ago. They caught him accepting bribes from some Oil company to ease off on the restrictions they were fighting for in this particular bill his lobby was trying to push through congress."

"Yeah, I know the bill you're talking about. I just can't see Rob doing that. "

"Neither could I."

"So you're leaving him because of that?"

"No! Of course not." Sara was nearly in tears as she poured the whole story out for me right there on my living room couch. Apparently, after he was fired, no one else in town would hire Rob. Before too long, he had begun drinking. And it had gotten to the point that Sara couldn't take it anymore. Rob would stumble home around 3 in the morning most days and promptly pass out. Sara tried to live with it for two months, and finally confronted Rob. "I told him if he didn't sober up and straighten himself out, I was going to leave him. He said 'go ahead and leave, you stupid bitch! I could get any woman in town I wanted!' So I packed a bag, told my school that my mother had fallen seriously ill, and that I was going to have to leave for a little while."

"And they let you go?"

"Well, not exactly."

"Sara, you didn't!"

"I had to, Mike. I couldn't stay in DC any longer. They told me they couldn't afford to let me leave on such short notice, and that if I left I shouldn't bother coming back. So here I am. Unemployed." She tried to force out a casual little laugh, but it came out as a sob. "What am I going to do, Mike?" She laid her head on my shoulder and began to cry. In all the time I had known her, I had only seen Sara cry one time, and that was when her Grandfather died almost 8 years ago.

After several minutes, Sara lifted her head from my shoulder and excused herself to the bathroom to clean herself up. I didn't know what to say. Sara had hit me with some very heavy news, and she obviously needed someone to listen and a shoulder to cry on, but I'd never been able to help matters much between her and Rob. The few times that Sara had tried to talk to me about her and Rob, I was always gotten uncomfortable and she'd drop the subject. Walking back into the room, a little more composed, she said, "Mike, I'm so sorry. I know me even being here was a surprise to you, and then I just unload right in the middle of your apartment. I just needed someone to talk to, and you've always been the one I turned to with issues like this."

"i've always wondered about that, Sara. I mean, why me? I'm sure you can tell that i've never been very comfortable with it."

"I know, but you're a good listener, even when you don't want to be." With that she flashed me soft smile as she looked up into my eyes. "That, and i've always trusted you judgment on things like this."

"So you think I have good judgment?"

"Well, most of the time. Except with that bimbo Arica you dated our senior year." The pressure in the room eased like a fog had been lifted. Sara always new what to say and when to say it to break through uncomfortable areas of conversation. "What were you thinking!?!"

"Hey, she wasn't THAT bad."

"Well, not to disagree with you.... But yeah, she was. She sure liked you though, so I have to give her at least that."

"She did, huh?"

"Yeah, she took it pretty hard when you broke up with her."

"How do you know all this, anyway?" I shot her a mock accusatory scowl.

"Girls talk, you know." With that, her face turned beet red, and she got this devilish little grin across her lips.

"What? I can always tell when you're holding something back. Did Arica say something about me that you shouldn't know?"

"Lets just drop it." She adjusted her position on the couch, and straightened her hair, which is something Sara always did when she was getting uncomfortable or nervous. I caved in, deciding not to try and pursue the matter. Sara hadn't come here to reminisce about old times. She needed an ear. "Again, I'm sorry, Mike."

"Sara, you know if there is anything you ever need, just ask. There is no need to apologize, you should know that."

"I know. I've always known I could count on you, which is why I came here. I do need something."

"Anything you need."

"Could I stay here for a couple days? I'm eventually going to go back home to my parents, but I haven't been able to tell them yet.

"Stay as long as you need." As I was agreeing to this, I couldn't help but remind myself of the living hell I was going to be putting myself through by having her here.

We walked down to the curb where a cab, which had been waiting for the entire 30 minutes we'd been inside, was holding her luggage. I took the one small suitcase upstairs with Sara following. "This is all you brought?"

"Well, I wasn't really planning a trip when I left, if you know what I mean. I just threw some things in a bag, and left." After we got back upstairs, I folded the sleeper out from the couch, and grabbed the spare sheets out of the closet.

"i'll sleep out here, you take my room."

"No! Mike, i'll be fine out here. I don't want to put you out of your own room!"

"Well, if you must know, this sleeper is even more comfortable than my bed, so I'm just being selfish." I gave a little wink as she crossed her arms across her chest, in a mock protest sort of way. "Really, I insist. I'll take the sleeper, you just make yourself at home."

"I won't argue. Do you mind if I take a shower? It's been a trip from DC, once you add the cab ride into the city. I think I spent as much time in the cab to and from the airports than I did actually flying."

I tried to busy myself while Sara was in the shower, but my mind kept drifting back to images of hot water running over Sara's naked body. My cock was as solid as a rock, and had created a glaringly obvious bulge in my pants. I knew this hard on wasn't going to just go away, so I figured I should try and get rid of it before Sara came out. I quickly dropped my pants and began frantically jerking on my member. With Sara on my mind it wasn't long before I was ready to cum and I shot my load into a handful of kleenex I had grabbed off the night stand. I rushed to the kitchen and tossed the now soaked wad of tissue into the trash and scurried back to the bedroom. The water shut off in the bathroom as I started putting on the fitted sheet. "Mike?" Sara was calling me through the bathroom door.

"Uh... Yeah?"

"Which towel should I use?"

"Whichever one you want. Me casa su casa." The bathroom door opened and Sara walked up behind me while I was slipping the sheet onto the last corner of the bed.

"Mike, you really don't need to do all of this." I turned around and Sara was leaning against the door frame, wearing my robe, and toweling off her short blond hair.

"Now, I don't think that really constitutes a towel....." I said in a joking way, sitting down on the corner of the bed I had just made.

"Well, sorry sport. But you aren't getting it back. Me casa su casa, remember?" My now flaccid dick began stirring again with her standing there in my robe. I jumped off the bed and moved back to the kitchen, so she wouldn't notice the hard on growing in my pants, brushing by Sara and getting a whiff of her wet hair in the process.

"So, are you hungry? Would you like to get something to eat?" I immediately regretted this feeble little attempt at conversation. Here she was trying to escape her life with my best friend, and I was asking her out to dinner.

"Actually, yeah. That sounds great." Sara seemed almost as surprised saying it as I was hearing it. "I'm starved after the the day i've had. The only thing i've really eaten today was a tiny little sandwich they served on the plane."

"Well, why don't you get dressed, and we can grab a quick bite. I know of a quiet little italian place just up the street." I left Sara alone in the bedroom so she could change, and I paced around the living room with my mind reeling.

During the short walk to the restaurant, Sara and I both attempted to make chit chat. We talked about old times, since that was just about all we had to talk about outside of the current state of her relationship with Rob. The Sun had just gone down, and cool autumn breeze felt refreshing as it blew leaves around our feet and down the street.

We grabbed a small table near the back of the restaurant, ordered our food and a good bottle of red wine to go with dinner. After some time, our plates nearly empty, and the bottle of wine completely empty, things were a little more relaxed. The wine had done its job in easing the tension. "So, have you been seeing anyone, Mike? I remember Rob telling me about someone a while ago.... Michelle? Is that her name?" Sara had always taken a teasing interest in my love life. She knew the topic made me a little uncomfortable, so she brought it up every chance she got.

"Yeah, that was her name. Well, I'm sure it still is her name, but I mean we're not seeing each other anymore."

"Awwwww. That's too bad." Sara was giving me an exaggerated pouting face with her lower lip all curled down. "What happened?"

"I don't know, really," I said, lying. "We just didn't seem to fit."

"i've never understood why you haven't gotten married. You're a great guy in every sense of the word, and I just can't figure it out." I was getting very uneasy about the turn the conversation was taking, and my blushing face made that obvious. Of course, this fueled Sara on even more. She loved watching me squirm. "I mean, a good looking guy like you should have women breaking down your door."

"Who says they aren't?" At this point I reluctantly decided to play along.

"Oh really? Do tell, Mr. Don Juan!"

"Ha ha ha. All I meant was I just haven't found the right one, is all. Not from lack of trying." I couldn't look her in the eyes saying this. I'd always sort of known that she was in fact the right one, and that Rob had beaten me to the punch. I think deep down Sara knew this too, which was why she liked to tease me about my love life.

"Well, Mr. Lonely Hearts Club, lets get out of here. I'm ready to go." The night air made the walk home a cold one, and without thinking, I put my arm around Sara's shoulder and pulled her in to keep warm. We walked the entire way home like that and didn't say a word.

When we got back to my apartment the tension was thick, and since it was still early, I opened a bottle of Shiraz. I poured us two glasses and made a fire to take some of the chill from the autumn air. While we sat on the couch enjoying the wine and the fire, we continued to talk. " I just thought that Rob and I would always be together. I can't believe all of this is happening."

"I don't really know what to tell you, Sara. Rob has been my best friend for as long as I can remember. I'm just as shocked as you are about what has happened."

"Do you still consider him to be your best friend?"

"Well, we don't talk that often anymore, since we have both been rather caught up in our jobs. Do I still consider him to be my best friend? I don't really know. I feel like we've grown apart, but I don't have anyone in my life that has been there for me as much as Rob."

"What about me? I've been a friend to you, haven't I?"

"Of course! I've known you nearly as long as i've known Rob. But to be honest, i've always been a little hesitant about it, you know? I mean, I didn't want Rob to feel like I was crossing any boundaries."

"I know what you mean. I felt the same way. Once Rob and I started dating, I felt you backing off a little. I understood why, but I was little sad about it, just the same."

"Why is that?" I could feel the awkwardness building, but I wasn't avoiding the topic like I usually do. The wine had lowered my inhibitions, and I no longer cared.

"I had always thought you and I could have been better friends than we were if it weren't for my relationship with Rob. I think you and I have a lot in common that we don't with Rob."

"Well, that may be true, but you did decide to date him instead of me."

"WOAH!!! That is completely unfair. First of all, I never got the impression from you that you wanted to date me, and even if you had, you never asked."

"Well, Rob moved in pretty quick, ya know?"

"Noooo, we were all friends for almost a year before we started 'going out'. You had plenty of time to move in had you wanted to. You would have dated me?" She did little to hide the flattered surprise in her voice.

"Well, yeah. Every guy in school wanted you, me included."

"I love you to death, Mike, but sometimes I think you're head is filled with concrete."

"What is that suppose to mean?"

"Just about every girl in school wanted to date you, me included. Had you asked before Rob had, I would have said yes. Of course, I was happy with Rob, but there were times that I had wished things were different."

"Do you mean between you and me?" My mouth had become dry. Did she mean what I think she did?

"Well, yeah." I could hear the awkwardness in her voice. "I don't mean that I wanted to date you, but that our friendship suffered, you know?"

"Yeah, I know." I did little to hide the disappointment I felt at her words.

"Let me rephrase that- I don't mean that I just wanted to date you. Is that better?"

"So there were times, while you were with Rob, that you were attracted to me?"

"i've always been attracted to you. I love you, Mike, you know that." Having finished her wine, Sara laid her head on my left shoulder and laid her arm across my chest. "But even if Rob and I had broken up, I would never have wanted to get in the way of your friendship."

"Are you tired?"

"Not really, it ust feels good to be held. Its been a long time. I hope you don't mind."

"Of course not." I put my arm around her and pulled her in for a gentle hug.

"Thanks for everything, Mike. Letting me crash here, letting me get all of this out. I haven't even told my parents about what has been going on."

"You know you always have an ear with me. Don't worry about it." With that, she pulled herself in and kissed my cheek.

"i've always been able to count on you." I could feel her warm breath against my neck, and I could smell her beautiful hair. Everything was so crazy with her being there, I just couldn't take it anymore. I gently placed my right hand just below the curve in her jaw by her ear, tugged her closer with the slightest pressure and kissed her. We stayed like that for what seemed like an eternity. I had dreamed of this moment for years and years, and it was finally happening. Her skin was every bit as soft as I had imagined it to be. Her lips were soft yet firm, and she tasted of wine. Realizing what I was doing, I slowly pulled away and opened my eyes to see that hers were closed. Sensing my hesitation, she opened her eyes and I quickly dropped mine away from hers, trying to find something to say in the way of an apology.

"I'm sorry Sara. Jesus, I'm sorry. I didn't mean to...." To my surprise, Sara placed her hand along my neck and pulled me back in for another kiss. Sara's hand began sifting through my hair as our lips tasted of each other. I gently tugged her upper lip between mine with a slight suction before letting it slip back out. Within minutes, I moved my hand to the back of her neck and mimicked what she was doing to mine. I ran my fingers up along the back of her neck into her hair, as our kissed deepened. Our mouths now slightly open, I could feel her sweet breath mixing with mine. Sara cautiously ran her tongue along my lips before slipping it between them. I released a low groan and began moving my tongue against hers. Our kiss deepened. She began running her hands along my broad shoulders and down my back, and I did the same. Sliding my hand from her neck, I ran it down to the small of her back, and left it motionless on her thin waist as our tongues danced on our mouths. I moved my hand back up her side to the level of her breasts, being cautious not cross any lines she didn't want crossed. She broke our kiss and pulled away from me. Confused, I looked her in the eyes trying to figure out what I had done wrong. To my relief and surprise, she began removing her sweater and her bra to reveal the most exquisite breasts I'd ever seen. Large and teardrop shaped, they had only a slight amount of sag and were topped with tight little nipples that pointed slightly upward from her body. They had to be D cups. Breasts that size are hard to come by on someone as petite as Sara. I had always known she had nice tits- as much as she tried to hide them, they were too large to go unnoticed. Gently placing my fingers against her temple, I slowly and gently traced a path down her cheek to her jaw, along her throat and down to her collar bone, my eyes following the path of my hand. I then turned my hand so the back side of my fingers were brushing against her elegant skin, and ran my hand slowly down her chest and rubbed them across her distended nipple. Sara let out a quiet gasp as my knuckles traveled over the tight bud. When my hand got the the bottom of her magnificent breast, I gently cupped it and rubbed my thumb across her nipple. At this, Sara moved her hand to the back of my neck and pulled me in for a hard kiss. She parted my lips with her tongue and thrust it into my mouth as she let out a high pitched moan while my thumb idly fanned over her tit. She quickly moved from my side and threw her leg over my lap so she was sitting on my thighs. While our tongues danced in our mouths, I had one hand caressing her breasts while the other traveled down her neck along her spine to the small of her back. Her hands were wildly running through my hair and quiet little whimpers escaped from her throat as I gently pinched her nipples between my thumb and forefinger. My free hand moved from her back to firmly grab her tight ass. I could feel her lips curl into a smile against mine as I squeezed. From the first moment we kissed, I had been sporting an erection of obscene proportions, and it was getting almost painful. I moved my other hand from her chest and it joined the hand already on her ass. With a hand on each cheek, I quickly stood up, carrying her with me. Her legs wrapped around my waist and her forearms rested on my shoulders as she linked her fingers on the back of my neck. We broke our kiss and Sara looked me in the eyes. What I saw there was all I needed to know. She wanted this as much as I did. I carried her to the bedroom and laid her down on the fresh sheets I had placed there before dinner. The only light in the room was pouring in through the doorway to the hall. I laid down next to her and began kissing her again. Before long, I moved my mouth down to her jaw and gently kissed and nipped along her jaw and neck. Pleasurable moans were emanating from her throat and she lifted her arms above her head in a clear invitation to continue my downward journey. As my tongue ran over her nipple, Sara moved her hands back down and pressed my head into her chest. I closed my mouth around her tight nipple and created a slight suction as my tongue continued to swirl and flick it inside my mouth. My hand moved to cover her other breast as my fingers mimicked the motions of my mouth. Her breathing had become heavy, and each breath ended in a yearning moan. Her legs were moving back and forth against each other in an attempt to relieve the sexual tension building between them. As my mouth continued its assault, I moved my hand from her breast down along her flat stomach to the waist of her jeans. I deftly undid the button and unzipped her fly. I wanted to give her as much pleasure as possible to keep her mind off what we were about to do. I didn't want to give her a chance to change her mind. I quickly sat up and yanked her pants and underwear from her body. There she was- the woman of my dreams lying naked on my bed in all her beauty, aching for me to take her. I leaned back down to kiss her deeply. I placed my hand on her cheek and trailed it down her entire body. From her neck to her chest, passing over her nipple, down along her stomach and rested it on her thigh. Her legs were still squirming until I pushed them apart at the knee with my hand. I traced it back along the inside of her thigh. The sweet smell of her arousal was like a drug. Subtle and potent, it was driving me crazy. As my hand completed the journey from her thigh the hot center of her arousal, I broke our kiss to look her in the eye while I dipped a finger inside her slick pussy. My heart melted as I watched the pleasure wash over her face- her eyes closing as my finger slide inside her. I returned my lips to hers as I began to slowly slide my finger in and out, gently twirling it upwards to hit her G spot. I could sense the pressure of the orgasm building inside her even before I removed my finger, slick with her juices, up to massage her swollen clit. When my finger began to gently rub the focal point of her pleasure, Sara cried out, tearing her mouth free from mine to gasp for air. Her hands tightly gripped my shoulders as her orgasm washed over her. As the first waves washed over her, I inserted two fingers back into her pussy and began gingery rubbing them against her G spot once again. Another orgasm hit her no sooner than the first had subsided. "MMMMMM!!!!!!" was the only sound she could muster as her entire body was tensed in one of the most fulfilling orgasms of her life. Gasping for breath, she hugged me close, feverishly kissing my face and neck. "My God, Mike. That was incredible," she said, still panting for her breath. I simply smiled down at her glowing face.

"Well, I'm glad you enjoyed it. I've wanted to be with you since we first met. And now that we are here, I want you to enjoy every aspect of it."

"Well, you've succeeded in that brilliantly. Now come here." She pulled me in for another kiss as her fingers began working on the buttons of my shirt. I sat up long enough to pull the shirt off my body and propped myself up on my me hands and knees, bending my head back down to kiss her once again. I couldn't get enough of the taste of her lips. Sara ran her hands down my hard chest then up along my back and down my tensed arms. She seemed pleased with what she saw. I had managed to stay in pretty good shape since school , even adding a few more pounds of muscle. Within minutes, our tongues were battling and Sara's sexual excitement was building again. She ran her hands back down my chest to my stomach, and without hesitation moved to cover the raging hard on bulging in my pants. As her hands reached my cock, she froze- her tongue still in my mouth. She broke our kiss and looked me in the eyes as she cautiously moved her hands along my crotch to get an idea of my size. I had forgotten that the only guy she had ever been with was Rob, unless she had cheated on him, and couldn't see Sara ever doing that- until now at least. I didn't know how well endowed Rob was, but I knew he wasn't as large as me. Never breaking our gaze, she began unbuttoning my pants. Knowing she'd never get my pants off with me above her on my hands and knees, I got off the bed and finished the job for her. She propped herself up on her elbows, her breasts sliding slightly downward as she adjusted her position. Her eyes traveled the length of my body as I bent over and stepped out of my pants and boxer shorts. Her gaze froze when her eyes reached my throbbing cock, jutting out obscenely from between my legs. Eight 1/2 inches long and as big around as her wrist, it pointed at a 45 degree angle into the cool air, twitching as my blood pumped through it. "Mike.... I.... You're huge. My God! I've never seen.....!"

"Don't worry." I knew what she was thinking, and I wanted to try and calm her nerves as much as a could. I laid back down next to her and softly kissed her on the lips. She moved her hands down my body to my waist, and she cautiously moved it to my crotch. My dick twitched as her fingers touched it. Her fingers cautiously wrapped around me, and they felt like silk. Her fingers were soft and delicate as they explored the engorged length of my dick. As her fingers played over me, we continued to kiss and massaged her breasts with me hands. I could sense her amazement by the way she moved her hand. "I take it Rob was a little smaller," I said.

"Uh.... You could say that. Rob was a little over 4 inches, I think- and not nearly as thick. How.... How big are you?" By the way she phrased the question, she seemed almost afraid of the answer.

"About 8 1/2 inches. I'll be careful, Sara. I don't want you to worry."

"My God.... Your twice as long as Rob.... Twice as thick too, by the feel of it." She squeezed as much of my cock as she could between her fingers. "And if you don't want me to worry, you're too late."

"i'll be gentle. I know its a lot to handle." I moved my hand from her breast to between her legs and began gently massaging her clit to take her mind off of things. A low moan of pleasure escaped into my mouth from her parted lips. When I felt I had sufficiently worked her up to the point of no longer lingering on the possible pain she might feel, I positioned myself between her legs and began working the head of my cock into her pussy. I was barely entering her when I could sense she was aching for more. She was thrusting her hips up to take me in as her pleasure began building yet again. I could hardly keep myself restrained under the circumstances, but I didn't want to ruin things for Sara by letting myself go. I was slowly working the head of my thick cock in and out of her wetness.

"Mmmmm..... Mike. I want you inside me.... Please.... PLEASE! Stop teasing me!" She began grabbing my ass and trying to pull me into her. I couldn't take it anymore. With a swift thrust, I buried myself inside of her. A high pitched scream echoed off the ceiling as Sara felt herself more filled than she ever thought possible. Stretched to her limits, the scream was filled with pleasure bordering on pain. I held myself still and allowed her to get used to the size.

"Are you OK?"

"Yeah.... I think so... My God, Mike." She was panting between words. A low moan emanated from her throat as I slowly pulled out of her to the head. Every nerve ending in her pussy was being activated by my slightest move. Another moan as I slowly pushed back in. She was taking deep breaths as I filled her once again. After a few minutes of slow work, she was getting accustom to my size and her need for release was getting the better of her. Her hips were arching to meet me in anticipation and her hands we guiding my hips into her faster and faster. Her pussy was so tight I was having to fight off the release building my loins- she felt better than anything I had ever experienced. As I sensed her need for climax building, I slid down and took a nipple in my mouth, twirling it with my tongue. I shortened and quickened my strokes only pushing in a few inches at a time to bring her to the edge. As her hands began frantically clawing at my hips and back, and thrust in completely, giving her an orgasm deeper than she'd ever experienced. Her head wrenched to its side against the pillow and her hand clasped against her forehead, she screamed out in pleasure- but I wasn't done yet. After a few moments, I pulled her against me and rolled to my back, positioning her on top of me. With my hands now free to roam her perfect body, I did so. I ran my hands along her back and ass while we began a long, slow, deep kiss. I let her set the pace. When her urgency began building again, she slowly began grinding her pelvis against mine. Her tight pussy was holding me in like a glove. As her pace quickened, so did the soft moans escaping her lips. She propped herself up by putting her hands on my chest, and started rocking back and forth on my dick. She was moving up so I was moments away from slipping out, and then slowly easing herself back down. With her now sitting upright, I had access to her beautiful chest again, her nipples standing out proudly from her breasts. I took one in each hand, adding to her already mounting pleasure. Shuddering gasps of pleasure escaped with every breath as she moving faster and faster. She removed her hands from my chest and sat upright, bouncing frantically on my erection. I glanced down between our legs to watch my trunk disappear into her beautifully tight pussy. "ARRRRRRRGGGHHHHHH!!!" Her orgasm exploded inside of her. I sat up and grabber her close, her body too exhausted to hold itself up anymore. I knew she was through, but I was too close to release to stop. I rolled her back over so I was on top, pulled her legs over my shoulders and quickly began thrusting into her. "Oh God, Mike!! I Can't take this anymore!!! MMMMMMM!!!!" I pumped into her hard and fast, driving for my own release. Sara let out a high pitched squeal as yet another orgasm rushed through her. At nearly the same moment, my release arrived, shooting into her waiting pussy.

What seemed like hours later, I rolled off; my now flaccid cock slipping out of her pussy. Sara snuggled up next to me, resting her head on my chest. "Mike, I can't even begin to describe to you how wonderful that was. You're incredible."

"So are you. I never imagined you'd be as beautiful as this."

"Thank you again for taking me in, I do appreciate it- mind blowing sex or not." Her playful tone returning.

"Well, you do know that you're welcome to stay as long as you like."

"I may just take you up on that..." She moved herself up for a soft kiss, and I began feeling a stirring between my legs. My hardening cock was pressing urgently against her thigh. Sara broke our kiss and looked me in the eyes. "Oh no....."

"Oh yes..."