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JoAnn's Morning Surprise

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by HornDogg I have been friends for several years with a lady, JoAnn, seven years younger than me. JoAnn is 5'3", hour glass figure, tanned (she freguents the tanning salon), long blond hair, bright hazel eyes, and a smile that lights up the room. Her 36C tits are firm and her nipples are large and sensitive. I never tire of seeing her nipples harden and jut out against her dress or blouse. We dated for a time, and when that didn't work out, we became friends with "special benefits." We would often spend time together, hiking, going to dinner together or a movie. Me staying overnight at her apartment became a normal thing as did seeing each other naked and the occasional sexual play we enjoyed. One morning after having stayed the night, I awoke early to shower and dress for work. As was usual, I started the coffee brewing before my shower, and when I finished showering, I took a cup of coffee into the bedroom for JoAnn. I was wearing only the towel wrapped around my waist, and purposely hadn't dried off, so drops of water would still be clinging to my body. JoAnn was still asleep, on her back, and I stood beside the bed staring at her sleeping, her hair spread over the pillow, a few strands curled sensuously around her right breast, both breasts slowing rising and falling as she breathed. I could feel the blood flowing to my cock beneath the towel, and just had to see more of JoAnn's body. I sat the coffee cup on the night stand, and gently turned back the blanket down to her thighs. She was wearing a white and pink babydoll nightie that had worked its way up in the night so I had a good view of her powder blue panties, and the tops of her tanned legs. I sat down on the edge of the bed, and immediately slipped my left hand under the babydoll to feel her soft skin, and with my right hand I brushed a few stray strands of hair from her face. Although JoAnn is a sound sleeper, she started to stir as my left hand slid over her stomach and inched slowly upward, feeling and stroking the very bottom of her breasts. I kissed her forehead first and then kissed her lips, lingering there for a brief second before sitting back up. I continued to caress and feel her body freely, and soon she openned her eyes slightly. I said, "Good morning," to which she responded with a low raspy moan and little smile. I knew she was enjoying my hand upon her as much as I was. She closed her eyes again as I focused my touch upon her breasts, and I could feel her nipples harden and push back against my palm as I massaged her tits. At this point I was anxious to be touched myself as my cock was fully erect and exposed, the towel having loosened and slid partially off. I lifted JoAnn's left hand to my mouth and kissed her hand and fingers before bringing it gently to my cock. With her eyes still closed, she knew what to do and took my cock into her hand. She started that slow up and down motion I love so well, her touch and skill made me gasp as I sucked in air. I wanted her to know I liked what she was doing. I slid my hand from her breasts to her sexy mound and began to massage her through her panties. At the same time, I leaned forward again to kiss her, this time gently licking her lips. JoAnn loves to French kiss and didn't hesitate to part her lips and snake her tongue into my mouth. As we played and battled with our tongues, I felt her grip tighten around my cock, and JoAnn moaned her approval into my mouth. We continued kissing, rubbing and playing with each others bodies for several minutes; JoAnn had yet to say a word, her only sounds were her moans and occasional gasp, such as when I bent my head down and sucked her left nipple into my mouth. Up to this point I had kept my touch to her pussy outside her panties, and they had become damp from her juices. I curled my finger under the leg band of her panties and the tip of my finger slipped easily inside her. JoAnn satup quickly causing my finger to pop from her pussy, and I thought I possibly had hurt her; but she had something else in mind. She moved around me and pushed me backward so that now I was laying in the spot where she had layed a moment before. My hardon was pointing at the ceiling like a rocket ready for launch. She straddled my legs and slid herself forward until her pussy was touching the base of my cock, my balls pleasantly squeezed beneath her shapely ass. She reached down and returned to stoking my erection. I reached up so I could again play with her right tit; I slowly circled her nipple with my thumb, to which she responded by closing her eyes again and leaning her head back. When JoAnn moved her left hand down and pulled the leg band of her panties aside, I thought she was going to mount my dick for a badly needed fuck. But instead of slipping my dick into her pussy, she slid it beneath the leg band of her panties and pulled her panties back into place. I could see the outline of my dick which was being pulled against her belly by her panties. When she began rubbing the palm of her hand against the material of the panties, my cock inside, the feeling, the vision was unbelievable. I lay back enjoying both the feeling and the picture that was taking place. She continued massaging my dick through the panties as I watched, and then she pulled the waist band of the panties out and slipped her hand inside. Her fingers again found there way to my cock as she continued stroking me. She could tell I wasn't going to last much longer and she pulled the panties down to expose my cock and her hand as she masturbated me. From my point of view, it looked as if my friend had grown her own dick and was jacking off while sitting on me. She pumped my cock straight up and down as I erupted and shot my sperm up, some landing on her stomach, some on mine. She continued stroking as I pumped seven or eight times, my body jerking beneath her. I shot more cum than I think I had ever shot before, much of it ran over her fingers and into her panties. I had cum in JoAnn's mouth many times before, so it was no surprise when she lifted her hand to her mouth and licked my cum from her fingers, but it sure as hell was sexy. She then gently removed my dick from the leg band of her panties and moved so she could lay back in bed. When I got up from bed and turned to look back, JoAnn was curled in a fetal position on her side. I could see her panties soaked in my cum, clinging to her ass and pussy. I went back to the bathroom to rinse off and when I returned JoAnn was still in the same position, sleeping peacfully. I covered her with a blanket and left for work. As I drove to work my thoughts were of JoAnn, sleeping in her bed, her panties soaked with my cum and how she never said a word that morning.

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