Believe me, as a gay woman I don't really make a habit of pursuing straight women. I've been queer most of my adult life and though straight women are constantly coming on to me, I steer clear. Too much baggage to begin with and then they inevitably fall in love and become obsessed. I mean, no offense guys, but the erotic and emotional level of woman to woman is just so much more intense..once a "straight" woman experiences it..well, they just go crazy. Anyway, I met Jen through a class I was taking. I noticed her right away because she reminded me of my first crush way back when. Long thick hair and beautiful translucent blue eyes...a mouth and lips that made me catch my breath the first time she spoke to me. I guessed she was about 45. She was thoughtful and somewhat shy in class, but very intelligent...a deadly combination for me.

I tried to keep from staring at her and tried even harder to stop being attracted to her, but you know how effective that is! After a couple weeks of class, she began looking back at me...

smiling politely at first as if to say "hi" and then looking a little confused.

I felt like an soft place and forced myself to stop looking her way. But then I distinctly felt her looking my way several times...I finally glanced back at her and she smiled a different kind of smile and turned slightly red. At the end of the class I pretended to be looking over a paper so that we wouldn't walk out the door at the same time. I was both shy and apprehensive about confronting her about our little eye contact game. After she left, I waited a moment and then headed down the hall and out into the beautiful late fall evening. I was just about to my car when I heard a voice say, "Hey...

" I turned around and there was Jen walking over to me. I didn't know whether to freeze or melt. "Oh ..hi, ' I said.

"Aren't you in the class we just left..." I bumbled in an attempt to sound casual. Jen grinned and said slightly ironically, "Um yeah. I think maybe we've seen each other before in that class." I had to laugh at that. There was a semi-awkward pause and then Jen said, "Look..

I really wanted to ask you if you'd be interested in going over some of these notes for the mid-term. I've been out of school for a long time and could use a study partner." I felt that odd mix of great relief and huge disappointment. A study partner?? Is that why she had smiled at me? Jesus. I have got to get a grip on my imagination. But I said, "Sure. Sounds like a good idea. When were you thinking of starting studying?" Jen looked at her watch and thought for a second. It was only 7:00. "How about tonight? I live just a block away. We can order a pizza if you're hungry." So that's how I ended up over at Jen's house. As we walked together to her neighborhood, we made small talk and when I made a joke about our professor, she threw her head back and laughed and grabbed my arm. I felt the rush of heat that starts in your stomach and flashes to your personal place.

I tried in vain to clear my head.

I reminded myself that Jen wanted to review notes, not go out on a date. Upon entering her house I noticed two things right away the sensual low lighting and a picture of an attractive man in a military uniform on the mantle. I picked up the picture as she went to the kitchen.

"This your husband?" I asked when she walked back in.

She smiled gently and said, "Yes. He's away on duty for 6 months." I was at a loss for words, but said something really dorky like, "Well it must get lonely around here." Jen looked at me for a long moment and said, "Yes. Yes it does...I...

" Then she seemed confused. "I'm sorry..

" I mumbled.

Jen sighed and said, "You know what...

Why don't we have a glass of wine or two and screw the studying for tonight.

I guess I mostly just wanted some company. What do you think?" An hour later we were laughing our soft placees off about a million different things. The conversation was as much a turn-on as anything and I couldn't wait to make her laugh again and again. Finally there was a lull in the chatter and Jen reached over and put her hand on mine and said how glad she was that I came over. I smiled, felt the rush of heat, and said, "Me too." I expected her hand to leave mine at that point, but it didn't.

I smiled at her awkwardly. She smiled back and gently wrapped her fingers around my hand and squeezed. It was the moment where everything stops.

I couldn't breathe.

I stared at our hands and slowly laced my fingers with hers. Neither of us said a word. I looked up to her face at the same time she looked up to mine. She looked into my eyes and just said, "I'm..I'm sorry..I.." I moved closer to her and touched her face and whispered, "Don't be." Jen ran her fingers up my arms as I touched her face and lips.

I was burning hot. Jen closed her eyes and gently flicked her tongue against my fingertips as they moved across her lips. The feel of her tongue made me gasp. Slowly, we came together and I felt her mouth on mine, softly our lips melting together, sliding and kissing.

I heard Jen moan and felt her breathing quickly as my tongue began to tease hers. Her hands were in my hair, down my back, touching my face...The kiss went on and on until both of us were moaning and panting.

Jen stopped for a moment and held me and said, "I've never done this. I know that sounds crazy..I don't know what to do, though.

I...

I want to take you to my bed." I thought I would come right there hearing her say, "I want to take you to my bed.

" But I just held her and whispered, "Please. take me.

" Her bedroom was so dimly lit that I didn't realize she was taking off her clothes until my eyes adjusted. I was a little surprised, but thrilled beyond description. She removed everything quickly and slid under the thin covers waiting for me. I undressed as quickly, noting that my panties were so soaked that they clung to me as I pulled them down. As I moved onto the bed, Jen reached for me and pulled me to her. As our breasts met I kissed Jen's neck and she gasped, Oh God! and threw her head back..She leaned back into the pillows and we kissed slowly at first.

I moved my leg between hers and she instantly slid her soaked softness against my thigh as our kissing grew wilder. I slid against her thigh at the same time and our bodies began to gyrate together.

I ran my hands down her sides and back up to her face, holding her while I kissed her mouth, neck, ears and shoulders.

Jen was moaning and bucking beneath me...every buck of her body pushing against my personal place...

every buck of mine doing the same to her. She reached behind me and grabbed my soft place, pulling me harder against her.."Ohh ...Just feeling you...Oh God..You're going to make me..Oh..

" Jen was gasping and I knew she was about to come because I was too. But I wanted her first orgasm with another woman to be even more explosive. I wanted her to wait just a bit longer. Slowly I stopped our motion and slid my legs from hers. Jen groaned.."Oh, please...

I'm so close.." I whispered "I know..

" I began kissing my way down her neck while my hands began to feel her stomach, her hips, the soft and wet skin between her legs just inches from her softness. As my mouth closed on her nipple, Jen moaned and arched her back..I swirled and sucked and toyed, occasionally returning to her mouth. At the same time, I was barely brushing feathery caresses to her swollen softness with my fingers.

She lifted her hips to try and meet my fingers, panting and now begging, going crazy with my mouth on her breasts. I knew she was right on the great edge of orgasm as I began to trace my tongue down her stomach, to her hip bones, to the top of her thighs. Slowly, I moved between her legs and began toying all around her softness in circles, never quite kissing her personal place. Jen was grabbing my head and moving her hips up and down...

She was groaning my name, pleading and panting.

When i finally put my mouth and tongue in a hot, wet blanket over Jen's personal place and held it there motionless for several moments, I thought I had waited too long. Her body went very still.

But then as My tongue began to quiver and vibrate against her personal place, I realized that she was simply trying to keep from coming too soon because she wanted to feel me make love to her as long as she could. I began gently toying and circling her personal place, faster and faster...Jen's body moved with my tongue...

by the time my whole mouth was clamped to her, sucking and swirling wildy, Jen was literally thrashing and screaming..

right when she shrieked, "I'm going to come!!!" I slipped two fingers deep inside of her and began to pump in and out, stimulating her g-spot with every thrust.

My tongue was insane on her personal place at the same time... Jen came like I'd never seen anyone come before..

She screamed and cried and nearly broke the bed. I kept toying and pumping until she came again. I stayed between her legs until she gently pulled me up to her and kissed me with the most erotic kiss imaginable and whispered, "If you like this kiss on your mouth, think of how it's going to feel on your softness.." With that she turned me over and continued kissing me until I was breathless and moaning. Then I felt her mouth move down my neck...