I arrived home later than I had told Carole, when I rang her earlier that evening, it was after 11pm. As I entered our bedroom, there she was, sound asleep on our bed, she looked so comfortable, laying there on her back with her arms behind her head, with only a sheet covering her lower body, stopping neatly tucked up under her exquisite breasts, I undressed and had a quick shower, as the water ran over me, the thought of her on our bed, in her nakedness, aroused me so much, my cock stood proudly to attention, the fine stream of water spraying from above, danced down on my knob, so excited me, I thought I would cum, then and there. Enough I thought, I left the shower and dried, threw on my robe and strolled out into the kitchen, a big cold glass of iced water, flick on the TV, and catch the last bit of the late news, and then to bed. Sleep came easy to Carole, and she looked incredibly beautiful when she slept, her eyelashes resting against her cheeks and her full red lips slightly open. Her breaths were slow, and her body relaxed, as she fell deeper into her own private, little world. I removed my robe and lay down beside her, I watched her full, perfectly shaped breasts rise and fall gently on her chest, as she drew in each breath, they moved as if in tune with each other. Her strikingly beautiful good looks and her perfectly formed shape mesmerized me. Her lovely short hair was framed by her pillow, with her arms behind her head, she posed the most exotic form, it excited me to the point I wanted her there and then, should I wake her, no, I will try and seduce her as she sleeps. I touched her gently on the inner arm, down to her neck, she moved, lifting herself a little off the bed and relaxed back down again with a sigh. Her breathing pattern changed, a little more rapid, and I watched with intrigue at the changing expressions on her face. She opened her lips some more as I gently ran the back of my fingers down her neck and onto her breast, I reached over to my bed table and grabbed my glass of water, I dipped my finger in the water, and moved my wet hand above her breast, little droplets fell just above her areola, trickling further around its outer edge like a little stream, moving with her every breath she took, I leaned closer, pursed my lips and blew cold air over her nipples, one then the other, I placed an ice cube in my mouth and directed my breath directly at her left nipple, it slowly tightened with the coolness of my breath caressing it, I changed direction with each breath, covering her full breast, I lowered my cold lips to her left nipple, and grasped it gently, letting the remainder of the ice cube roll down off my tongue onto its erectness, I glanced up at her face, her tongue moving across her lower lip, she moaned a little as her tongue flicked over her top teeth. Her hands remained clasped above her head; she started to move her hips, ever so slowly and gently, I lifted my head from her, her breasts were heaving now, as her breathing quickened, her nipples had enjoyed their exploration, both standing proud from her tight areola, oh what was going through her mind, I wondered. I gently pulled back the cover from her, her legs were wide open, and she had raised her knees up, I could see that her shaven pussy was slightly moist, the soft light of the room. made it glisten like a tiny lighthouse warning of peril. The scene in front of me was the sexiest, most erotic thing I had ever seen. My cock was so hard it was aching, but I was fixated on Carole, watching her cunt twitch and her body lift up off the bed, as I moved my hands down over her tummy towards the little ray of light, stopping for a moment, then further to her incredible pink lipped cunt. She was having a mild orgasm, I could see by her face, and her stomach had started to tighten as I moved my hand over it. As the palm of my hand applied a little pressure on her moist cunt, she began to shudder, she moaned very quietly as she came. Her cum dripped out of her pussy down her butt. I moved my mouth down to devour her sweet juice, it kept flowing out of her as the last waves of her orgasm came over her. She tasted beautiful and sweet; my cock was twitching as pre-cum oozed out of the tip. I put my hand around my big hard cock and held myself firmly, almost coming from the scene I had just witnessed. I moved up to kiss her soft lips, and she responded lazily, her eyes still closed. Will I wake her, or just continue on my way, I straddled her, my inner thighs touching her breasts, I gently rubbed my cock around her wet lips and pushed her mouth open with my cock. My cock was so hard, it felt bigger than ever before, swollen from the blood pulsating through it, she took it in her mouth and started to lick around the head. I pushed myself deeper down her throat and fucked her, her throat contracted around me, and felt like her cunt clenching around my cock, she ravished my cock like never before, devouring me completely, my balls resting on her chin as her lips clamped tightly on me. I removed my cock from her and moved myself down her body, my hands massaged her huge breasts as I positioned myself to eat her lovely wet cunt. My tongue started to work its magic on her incredible wetcunt, circling her hard clit, my hands moved from her breasts and massaged her thighs and stomach, working their way beside my face, I raised my body and placed my thumbs either side of her clit, working it to a incredible hardness, I moved my thumbs and eyed her magic clit, it was pulsating, the size of it was amazing, so moist and hard. She moved her hips up to me and I put two fingers gently inside her soaking wet cunt, I added a third then a fourth, and could feel her cunt contracting around my fingers. She was so wet I pushed further, clenching my fist tightly I pushed my entire fist inside her body. I pushed up towards her g-spot and put gentle pressure on it, I could feel her getting wetter and wetter, and her juice dripped down my arm as I fist fucked her. Her body erupted in the most incredible orgasm, she came with such a shuddering spasm she pushed my fist from her cunt. I turned her over and raised her onto her knees, her beautiful mounds in front of me, I parted her cheeks and exposed her lovely brown ring, I worked my moist finger around its rim, slowly entering her, she moaned as I entered her arse with my finger. I worked it into her, opening her up more with each insertion. I was crazy with site of her jewel in front of me, I had to put my cock inside her and fuck her tight arse. I rubbed her juices over my cock and replaced my finger with my big cock, I pushed towards her arse and slid inside her, gently at first, then probing deeper inside her, I pulled her up higher on her knees and reached round to play with her clit. I fucked her arse slow and hard, pushing as deep as I could go, fingering her faster as I felt her starting to come again. My balls began to tighten as I felt my own orgasm building inside me. I was so hard, but getting harder as her arse contracted around my cock as she came. I fucked her harder and faster and pulled my cock out so I could come all over her arse and her back. I exploded all over her, over and over, my body went limp, and I lowered myself on to her back, my whole body shuddering. I rolled off of her and moved her onto her side and held her close, until I drifted off into my own peaceful sleep, we never moved until morning.