I went round to my girlfriend's flat last friday to spend the weekend with her. When I got there I found her flat mate Jean at home. She usually went away sailing every weekend. She told me Sally had had to go home urgently that afternoon and would call me to explain it all. I asked Jean if there was any food in the flat and she said there wasn't as she was expecting to go sailing but it had been cancelled and she hadn't been out to buy any. I suggested a chinese takeout. She liked the idea so we went out to get one from just down the road. The takeout was packed so we decided to go for a drink at the pub across the road. Several drinks later we went to get our takeout and a bottle of wine to drink with it. We went back to the flat, ate our meal and drank the wine. Jean suggested a coffee and went to make it. I settled down on the settee. When she returned she put the coffee on the table and came and sat by me. 'I feel a little tired. I think it must be the drink' she said and rested her head on my shoulder. This gave me a view of her breasts down the open top of her blouse. I felt my cock begin to harden. The more I tried not look at her breasts the harder my cock became. Jean became aware of my cock poking against her side. 'Would you like me to take care of that,' she asked. She grasped my cock through my jeans and began to jerk me off. I reached for her breast and felt its firmness through her cotton blouse. She was not wearing a bra so I tweaked her nipple. She raised her head and we kissed. I began to unbutton her blouse and she unzipped my jeans. Her cold fingers found my distended cock in my boxers and stroked it gently. I felt the warm, smooth firmness of her breast , my thumb worked its way across to her nipple and began to massage it. She groaned into my my mouth. 'Let's go to bed' she said. She took my hand and led me to her room. We stripped one another . Jeam was tall and slim with long black hair. Her breasts were smallish , her stomach flat and her mons was quite pronounced. She trimmed her pubes into a heart shape. Our inspections over Jean pushed me onto the bed and straddled me. She took my cock and ran the bell end up and down between her labia and moistened my bell. She placed it at her entrance and it slipped gently into her vagina. She was tight and it felt wonderful. When I had fully penetrated her she began to rock gently. I could fell my cock moving inside her. She did this forsometime as I played with her nipples. Suddenly she stiffenned. took a shrp intake of breath, shuddered and and groaned loudly as she let it out. 'Wow! Wow! Wow!' she said. She began to ride me wildly and I sucked and bit her breasts. We both came together yelling out loudly. I felt my cum jet into her and her hot juices escape from her. We collapsed on the bed. We were breathless and satiated. The phone rang on the bedside table. Jean picked it up. It was Sally. Jean pretended to all me and passed me the phone. Sally began to tell me what had happened. Jean rolled over me and began to lick my cock and my balls. It was the most difficult conversation I had ever held. Once or twice Sally asked me if I was alright. Was I heck. You try holding a converstion while someone sucks you off. The call ended. I pushed Jean onto her back.Spread her legs and thrust my cock hard into her. I rode her like a maniac until we both came again. We must have fallen asleep as I awoke to the early morning light streaming through the window and Jean sucking my morning wood.