she had to have been one of the hottest women i'd ever laid eyes on; a bit older than i was, and it showed with her intense features: her streaking, dark brown hair; defined face; luscious lips; well-endowed breasts; great ass; sculpted, smooth legs. she was the total package. she was bigger than i was-- not in weight, but she simply made me feel "small". she stood a solid 5 feet 11 inches tall and was toned well. her clothes were sensual: a short, dark purple dress-- almost a bit too small for her-- which complimented her breasts quite well; and long, black stockings, which i found extremely hot. she couldn't stop staring down at my crotch every so often when we first met. i took a hint at what she wanted, and i didn't object. we began making love as soon as we unlocked the motel room. we didn't even care what the room looked like, nor did we turn on any lights; the light of the moon shining through the thin curtains sufficed. after shutting the door she slammed me against the wall and began kissing me intensely. tongues met as we slurped and devoured each others kisses, and we began feeling each other up. i moved my hands up and began rubbing her large, D-cup breasts, and she began to moan quietly. she quickly grabbed for my crotch and started to stroke. within moments i was hard as a rock; she noticed and we motioned towards the bed. she fell on top of me, and we began to undo each others' clothes. she unbuttoned my shirt quickly (it almost felt as though she ripped it off) and i began to unzip her dress. she moaned "mmmm just pull out, baby." before i could say anything. she assured me she was clean and not capable of being pregnant, and in the heat of the moment i quelled my thoughts and went with her word, nixing the rubber. we continued making out like animals and were sure that our loud slurping was waking the occupants of the next room. i finished unzipping her dress and she quickly slipped out of it. i threw my shirt on the floor, and opened my eyes for a split second. she had a marvelous figure, and apparently didn't wear any underwear; words cannot describe how arousing it was to have her sitting atop of my half-naked body. following this she tore my pants off quicker than i had put them on earlier today. my raging boner was on the verge of tearing a hole in my briefs. "oh my," she said, playfully. undoing her bra, she leaned down and fondled at my unexposed package. "how does that feel, big boy?" i couldn't lie. it felt ecstatic; i don't think my cock had ever been this hard or long in my life. slowly, she lifted the elastic of my underwear up, and my cock followed right after. even slower, she pulled them off, and tossed them to the ground; my 7 inch manhood stood there, throbbing. without saying a word she began rubbing it and licking the tip. i groaned immediately. she worked her way down, from the tip down the shaft, and after a few minutes, deep throated. i breathed heavily, trying my hardest not to cum, though a bit trickled down her throat. she licked her lips. "hmph. is that all?" i smirked and took control, standing up and lifting her off the ground. i stuck my cock in her pussy and pushed her against the wall, clutching her back and began biting at her soft, supple breasts. with each time my cock slid into her pussy a sound, juicy slap was heard. her and i moaned simultaneously; i had already begun to sweat profusely, as did she. in minutes my stamina was out and yet i continued to thrash away. she screamed out "OH!" and grabbed my arms, forcing me onto the bed once more. she held my forearms down above my head and i couldn't move them. she sat atop my cock and started to ride, rotating her hips steadily at first, and then moving straight up and down, faster and faster, her screams of "yes!" became louder and louder and then she came; her juices flowed down my shaft, and down my legs. but i wasn't done yet. she was panting, exhausted, out of breath. but i stood up and told her to get on her knees. it had been over an hour and i began to do her doggy style. each plunge into her body was exhilarating; i began to feel myself coming to the point of no return. i couldn't stop pounding away her pussy with my cock; i leaned forward, and our body heat combined turned the small room into a sauna. i grabbed her breasts and kept plunging away, harder and deeper with every motion i made. all that could be heard was the slapping of her ass against my crotch and our moans-- i plunged one more time and couldn't hold it in any more. i took a deep breath, pulled out, and turned her around, sticking my dick in her mouth; i let out a load so big she nearly gagged and had to spit some out onto my shaft. in the end my load ended up all over her face, breasts, and legs. i laid on the bed next to her sweat- and cum-covered body. both of us laid there panting; it was definitely the best sex either of us ever had. we showered together, and in a few minutes she found that my cock had once again grown to full size. the shower head continued to pour water over our bodies as i stuck my cock in her ass. i steadied myself against the tile walls with one hand and i put my other hand on her hip. she and i came quickly this time, our fluids running down the drain, harmlessly. she had rinsed her mouth of cum since and we kissed once more. after our bath we laid under the covers and cuddled, naked, a bit sweaty, and in ecstasy.