I worked with Karen in a youth centre and we became good friends. Karen was the same age as me and we were the junior members of staff so we got on like a house on fire. I was married but Karen, despite being single and drop dead gorgeous, never seemed to have a steady relationship. I eventually got a job elsewhere but we remained good friends meeting up for dinner every so often and laughing about the good times we had shared. Then Karen began a long affair with a married man and I was the only one she felt she could share her experience with. Over several meetings and dinners I had to sit and listen to their wild sexual exploits, quick fucks and assignations, how several times they were nearly caught out and so forth. I tried not to offer Karen any advice, just listened without questioning and I think this encouraged her to be more open. Her affair lasted several years and different times I had to support Karen when she was really down about herself. Then one evening the phone rang and Karen was in tears. Her married lover of the past 5 years and taken a heart attack at work and died. Karen was distraught. It took her several years to get her act together before she could talk to me about it without breaking down in floods of tears. Then one December, we met for an evening meal before I went to my night class. We jolked and laughed like old times and soon Karen was weeping with laughter as I gently teased her about the things we had gotten up to as young youth workers. At about 6.00pm we left and I escorted Karen back to her car. Before she got in she turned to me and smiled and leaned over to gently kiss me farewell as she always did. For some inexplicable reason I pulled her close to me and gave her a proper kiss my tongue feverishly thrusting in her mouth. There was no resistance and we held our passionate embrace for about 30 seconds. When we broke to breath she said, "What took you so long and what should we do now?" I said I would love to go back to her place rather than attend night school as I was sure I could learn a lot more from her. In retrospect it was a really cheesey line but since I hadn't prepared it she just laughed and said, "You had better follow me then." As I drove behind her my mind was racing. I had no idea what was going to happen next but the bulge in my trousers indicated that I wanted to enjoy Karen more. Back in Karen's house she made coffee, let the dog out for a run around the garden and made silly small talk. I played along thinking she was having second thoughts and maybe that wasn't a bad thing given that I had a lovely wife to go home to and I valued Karen's friendship so much. Then she took my coffee cup away and said, "Lets go get comfortable in the living room." There was a real Christmas tree standing in one corner of the room which was carpeted and had a suite of white leather furniture. We sat side by side on the leather sofa and this time Karen was the one who initiated the passionate kissing. Karen's tongue was in my mouth and she pulled me down on top of her. As we kissed I ran my right hand gently over her dress and right breast. Then I let the hand slowly slide down her neat waist on to her thigh and then worked it back up under her dress. As I touched her cunt through the thin fabric of her thong she quivered and audibly moaned. I gently rubbed her cunt and I could feel that the fabric was sodden wet. I then placed four fingers under the elastic and sought out her clitty. By this time it was easy to find, a real knob protruding from her cunt lips. Karen shuddered and her thighs suddenly clenched my hand holding it tightly in a warm and wet embrace. Then she relased my hand again and this time I moved off the settee and gently pulled the thong down to her ankles with both hands. Karen then stood up and stepped expertly out of the red thong and walked away towards the leather armchair opposite. For a moment I was disappointed fearing she was having second thoughts but I needn't have worried. Instead Karen removed all her clothes laying them on the back of the armchair before turning around to walk back to the settee. My heart fair skipped a beat when I saw her naked for the very first time. I had always known that she was pretty and with a size 8 figure but nothing prepared me for how stunning she looked naked. Her breasts were size 34 and really pert with very large budding nipples. Her belly was smooth and laid to a neatly trimmed Brazillian above her pouting labia. Karen then laid down on the couch and I immediately began nibbling at her breasts. As I sucked one I gently twisted another between my thumb and finger. Karen squeeled with delight and I proceeded to kiss her body as I gently made my way down to the Brazillian. I tugged lightly on the remaining hair as I traced her labia with my tongue. Karen thrust her cunt upwards to my face as I gently poked one finger into her slippery cunt. I rotated the finger and sought out her g-spot as I simultaneously licked at her clitoris. At this moment Karen screamed, caught my finger in a vice like grip and orgasmed for the first time. After about 30 seconds she relaxed sufficiently to allow me to renew my administrations. Now I had three fingers inside her and the whole of her clitoris was between my lips. Very slowly I moved my lips back and forward on her clit, slow, almost imperceptible movements. If it wasn't for Karen's increasing moans and breatheless gasps I would have been unsure of my pace but I was pitch perfect. Minutes later Karen orgasmed even more deeply than the first time. She cried out," Oh fuck. Oh Fuck. Oh fuck that is just brilliant, don't stop, don't stop." I kept going and Karen kept cumming and moaning for what seemed like minutes. When we eventually stopped she lay on the settee beads of sweat all over her slim white frame and the biggest smile I had ever seen on her face. Then she said,"Now is there anything I can do for you or are you planning on keeping your clothes on all evening?" But that is another story . .!