At the end of Part 1, we left Fran leading Hank to her home. They had finished teaching a life-saving class, did some work, skinny dipped in the pool together and then taken a shower where they intimately came to know each other's bodies.

We pick up as they reach her home.

Fran opened both garage doors and shut them both once they were in. She had a beautiful home which he was appreciating for the first time as they walked through the den, the kitchen, the front hall, up the stairs and finally into the bedroom. They dropped all their stuff on two facing chairs in a small sitting area and the towels that hid them from the night air were quickly disposed of.

Fran led Hank into the master bath. He marveled at the huge deep whirlpool tub that was the centerpiece of the space. It was on a raised platform and would easily fit them both in warm comfort should they choose to use it.

"You sit on that side," Fran said motioning to the far side of the tub, "while I get the shaving gear."

He had forgotten that she wanted him hairless. He sat on the far side and propped his feet on the near side of the tub far enough apart so she could sit in kneel between them. He started the water flowing and she quickly returned with a can of cream and a razor. She knelt between his legs, wet his crotch and began stroking him to hardness once again.

"It's so much easier when you're hard," she said briefly.

"So, I guess you've done this before."

"Of course I have silly man. That was one of Jim's complaints. That I was so controlling. Do yo think it wrong not to want to get pubes stuck between my teeth?"

"Are you kidding," he said as she began applying the shaving cream all over his wet groin, "I'd have given anything just to be with you!"

Fran smiled at him as she shaved his manhood. She was in deep concentration, with her tongue sticking out of one corner of her mouth. The absolute last thing she wanted was to cut him. Her delicate hands maneuvered him from side to side. She pushed here and pulled there to get the best angles. She rinsed the blade after each stroke, making sure she could see what and where she was shaving him. Finally, she cupped the warm water in her hands, rinsed off any lingering cream and pronounced him done.

Hank stood as Fran took a towel and patted him dry. He realized she was right when he had asked her how it felt to be clean shaven down there. It was a wonderful feeling having the cool air directly on his skin with no hair to get in the way. He felt as though he had been freed from a burden he never knew existed.

"Fran, this feels wonderful!"

"I told you it did. Here," she said spreading the towel in the floor, "come out of the tub onto the towel and let me look at you."

She appraised every inch of him as though he were a prized bull she had just acquired. She had to stop herself from thinking of him that way she silently admonished herself. He was a man, a strong virile perfectly proportioned man, a super well hung man with whom she wanted to be become romantic friends and lovers.

"Can we go into the bedroom now, Hank?" She asked uncharacteristically.

"It would be my pleasure to take your hand and escort you," he said formally, recognizing she was trying to give him some of the control.

They held hands until they got to the doorway into the bedroom. Hank scooped Fran into his arms and carried her to the bed. He gently placed her on the comforter. Their eyes met. No words were spoken, but the electricity of mutual desire and respect filled the air. She shifted toward the middle of the bed as he got onto the bed and placed his knees on either side of her hips. His hands pressed into the comforter beside her shoulders. Slowly, he bend his arms and lowered his lips to hers.

Fran lay still as he straddled her. She moved not a muscle other than her arms to rest her hands upon his thighs. She adored how gentle and caring he was being. Most men in similar circumstances, she thought, would have walked her to the bed and just had her lean over it. Hank, she knew, wanted this to mean more just as she did.

He started even more gently than she expected. He gave her a soft kiss on the forehead and then each of her eyes. His nose grazed hers and then slid all the way around before moving side to side in what he used to call an Eskimo kiss when he was a kid. Finally, his warm lips met hers and she closed her eyes to fully enjoy his heat and sweetness. She met his tongue with her own and they explored together. His tongue brushed her teeth and she tried to caress it as it moved slowly around her mouth. He took her upper lip between her own and he lifted before gently releasing it back to her. Then her did the same to her lower lips before turning his head slightly to the side and sealing her mouth with his.

She loved his exploration and hearing his breathing quicken as he became excited by their mutual tonguing. She ran her hands up and down his thighs, wanting to touch more but holding back to prolong their first time.

She felt him release her mouth and his head slid to the side where he took her earlobe between the lips she had just lost a moment before. Fran kept her eyes shut as she felt his breath cascading past her ear and through her her. Shivers ran up her spine as his hot wind caressed her. His tongue explored every nook and cranny of the organ she used to listen to his every word. And then he moved again. Now his tongue and lips were licking and nibbling down her neck. She lay in her self imposed darkness concentrating of the feelings which he endowed upon her. The warmth of his body and face, the tenderness of his touch, the exquisite tingle that that was flowing from her neck to between her legs. God, she thought to herself, she had chosen him and she had chosen well.

He did not want to give her a hickey, so he did not suck upon her neck. He did feel her strong pulse and wished to explore more of her exquisite body. He only wanted to touch her with his mouth for now, so he shifted his hands and knees a little further down the bed and began paying very close attention to the depressions in her neck, her collar bones, the little divot between them and then further down. He came to the tops of her breasts. Her skin was becoming red as blood began to respond to his efforts and her breathing was becoming long coos of appreciation. Her nipple was stiff and offered itself to his mouth for attention. He would not deny it and took it between his lips. Moving his jaw side to side he rolled it back and forth to louder cooing from his desired one. Down the slope he slid his tongue to the valley and up the other side. This nipple was a hard little stone and begged even more than the other to be teased.

It felt so good to have a real man be tender with her. She loved the way he traced her body with his tongue. Her skin was on fire and she was enjoying the bath of fire he was giving to her. Her nipples had never stood this erect... Ever! The were so hard they almost hurt, but he was bing so tender with her that she yearned to scream his name in fits of pleasure and passion, but she knew the best was approaching quickly.

He left her nipple and used the under side of his tongue ski down her glorious slope toward her navel. Again he scooted down and this time her hands fell to the bed limply. He knew that she had totally surrendered to him. Her bellybutton moved up and down with her breathing and as he dipped into it, her breath caught. He felt her legs open wider. He knew that she wanted her first orgasm with him to be during a coupling of their most sensuous organs. He could not help but think to continue further with his oral bathing of her until he tasted her juices and took her sanity. He lifted on hand from the bed and began playing with himself.

She hoped he remembered her words. If his mouth met her clit right now she would cum in an instant. He had lifted a hand from the bed and his shoulders were resting on her thighs as his tongue darted in and out of her stomach. Each time he went into her navel, a spark passed through her clit. Her ass squeezed as though she was trying not to pee and her kegels knotted. She felt close and was afraid she would climax too soon. She moved her hands to draw him up to her lips.

She touched the sides of his head jut as he rose to get between her spread limbs. He knew what she wanted and he wanted her too. Her legs spread further and he knelt between them. His complete hardness pointed at its target as he slowly lowered himself to lay upon his beauty. Again their lips met. His cock and balls were ready to unleash a day and nights worth anticipation and desire into her. What if he came too soon he wondered. He was ready and felt the tip of his spear meet the wetness of her gash. She was open and calling for him to enter.

She felt his steeliness press into her. At first, it hovered just outside as though it was waiting. Then she felt it part her naked lips and spread her with its girth. She felt it penetrate her deeper and deeper filling her with its heat. She lifted her knees out to the sides and up so that he could get even deeper.

He felt her knees come up and he sank his primed torpedo to its fullest depth until his tightening balls met hot flesh and he swore he could feel the tip of his cock press against her cervix. She was hot and wet. She was open and slick. She was everything that he could imagine an excited and sexy woman could be. Lifting himself he withdrew as slowly as he had penetrated her. His strokes of hot cock meat were met and matched with upward thrusts of her burning sex. Wanting to give her more pleasure, he lowered his head to her puffed nipples and took one in his mouth. He teased her by flitting his tongue as their hips continued colliding, dancing a mutually turgid tango.

She was not sure if she should shout her joy. He was a quiet lover and all she wanted to do was scream in pleasure. She knew he heard her moans and her cooing, but she wanted to let much more out. His cock filled her in many ways. She met each of his thrusts with efforts of her own and the sound of their interlocked and pounding sexes was filling the room. Finally she could hold it in no longer.

"Oh god. Give it to me. Make me cum," she shouted.

He silently worked harder to fulfill her command.

"Shit! It feels so good!" She called. "Pound me. Make me scream!"

He felt as though she wanted him to become a beast, but he thrust his hips even harder and faster. And scream she did. He knew that he was close to the most epic cum he had ever had. She had played with him all night. She had him hard and let him go soft over and over since class finished and his balls were loaded and ready for bear. He could feel the orgasm begin welling in his nuts and bolt.

She knew he was not used to hearing a woman say the things she was screaming at him, but she could not help it. His cock was a magic wand. He was pounding it into her and she was meeting him half way each time. His lips and tongue on her nipple were driving her to a crescendo to remember.

She felt as if her body were about to be turned inside out and that is when she felt him tense and push into her with all his strength. Their coital collisions were hard and fast and "Shit", "Christ" and "Fuck" we're the only words she had to intersperse with her yelps of ecstasy. She felt his hot cum filling her and spilling out mixed with all of her own juices. She was going to squirt for the first time ever with a man. Only her dildo had the magic to do this to her. She felt and heard his cum squeezing from her and running down to her ass hole and then she started to shake. Every muscle from her knees to her tits and from hip to hip shook and clenched.

"Oh Christ, I'm cumming" she shouted as her body felt like it folded itself in half.

He knew that he had blown an epic load. He could feel his dick sloshing in and out of their common cream and he kept ramming himself into her. She shouted again and it felt good to know that he had driven her to distraction.

Her eyes rolled up in her head and her entire body shook. His balls slapped against her flesh as she came another time under him. New warmth erupted from her as she seized one more time. He lay, still buried in the woman that he had only dreamed of until tonight.

He was softening and it would soon all be a memory but her body held him. Her cunt squeezed him as she rocked her hips to keep him going. Hank relaxed further and allowed himself to rest upon Fran and meet her open mouth with his own.

Her hunger for him was not sated. She wanted more, but knew he was spent for the time being. Her months of solitude and weeks of planning for this night had piqued her sexual appetite. And she wanted more. She had only planned up to this moment. He had taken her off script a few times, but he was now still exactly where she planned for him to be. Embedded in her. What could she do with him until he was ready again?

"Hank, roll on your back and let me clean you. I want to taste myself."

To her surprise and immense pleasure, as he slipped his soft cock from her folds and rolled onto his back next to the wet spot they left on the sheets he said, "Sixty nine me. I want to taste us mixed together."

Fran sat on his face and she buried her face in his cum washed crotch. Even soft he was still good enough to eat. She took him in her mouth an began sucking for anything he could give her. She tasted the well known salty taste of his semen and smelled her own musky aroma mixed in. She licked every inch of his flaccid yet still substantial cock, and took his hairless balls in her mouth. She delighted in tasting what they had produced together.

He could see his cum pooled in her still very open cunt as he spread her. With no hair to impede it, their combined fluids began to leak from her into his waiting mouth. As he saved their deposits in his mouth, he licked and tasted her sweet wet skin. There was so much, he thought that he had to swallow, but he wanted to share his treasure with her.

"Mm, mm," he said with closed lips and dumped her on her off of him and onto her back.

Hank knelt over her and pursed his grinning lips. She must have guessed what he had in mind and opened her mouth. He let small amounts of his and her cum drip from his lips into her waiting mouth. When he thought he had deposited about half of their load he stopped. She closed her mouth and swirled her tongue around, getting the full taste of their cocktail. He did the same and watched her for clues. He saw her swallow and he followed suit. He could not understand why some women had trouble doing this. The taste was glorious and mixed with saliva it went down very easily.

Fran patted the bed next to her on the dry side and asked him to lay with her a while. She felt his strong leg muscles nestle next to hers. She turned on her side to face him and put her head on her hand in a reverse of the pose he had struck. She played with his chest as he stroked her side and arm.

She asked, "Where did you learn that, Hank?"

"What, making love to a beautiful woman? I think it just comes naturally."

"I was hoping you weren't a virgin and obviously you're not. No I mean sharing our stuff like that."

"No place. I just did it that's all."

"You've never done that before?"

"No Fran. Never. I just feel so alive and uninhibited with you, like I or we could do anything we desired. If you shook your head no when I was about to drop some in your mouth I would have just swallowed it. It has to be okay with both of us, but I'm game for anything you want to do or try."

They were both pretty well sexually sated for the time being so Fran said, "What do you say we strip the sheets and take a quick shower, then we can lay down and relax."

"That sounds like a plan, but after we take care of the bed, let's take a nice hot bath and relax in the tub."

That is just what they did. Hank sat in the tub first and Fran sat between his legs and reclined against him. They talked about all kinds of things, from the class they were teaching to their preferences during sex and what they liked. Hank's hands had been stroking her shoulders, but because they had been talking about sex, he ached to touch her and excite her again even though he thought it was too soon for himself. He lifted hands full of warm water and doused her chest, leaving his hands on her precious mounds.

Fran adored how he held her and softly squeezed her breasts. She could feel herself responding to him and knew she was puffing and that her nipples were hardening. He had a magic touch with her. She wanted to put her hands between them and feel if he too was puffing in that one very important place, but the way she was sitting and his hold on her prevented her from moving. He had just cum, she thought, and he came in a massive way. Could he be ready to go again already or was he just trying to please her?

"Hank, honey, are you ready to play again?" She asked.

"Oh god no," he replied. "I'm lucky I'm just limp and that it didn't break off. I think that was the most cum I've ever had. I'm telling you, you bring out the best of me."

"Did you know that no man has ever made me cum that hard?"

"Really, what did I do right?"

"Everything, lover. You did everything right," she said relaxing and enjoying his hands on her that she now knew were just for her pleasure.

He wondered what he did that other men may not have done. He suspected that the cum swap was probably different, but that was after. Resigned to just keep trying his best to please her, he focused on her puffy areoles and rock hard nipples. He felt her pressing into his palms and enjoyed her excitement.

It was after midnight when they returned to her bed. Both had remained nude since dropping their towels earlier and both were very comfortable in their skin. They laid on top of the fresh sheets and gently touched everywhere. There were no inhibitions and no taboo places.

Fran decided that she wanted another go so she began playing with his balls. Like Captain Queeg, she rolled them through her fingers and across her palm. She could see by his immediate swelling that he was as ready as she.

He felt his blood expanding his cock, making it more sensitive to her touch and reducing his ability to reason. Thoughts of again burying himself inside her excited him. She kept playing with his boys, rolling them around and squeezing them gently while her arm pushed his cock back and forth. She leaned into him and sucked one of his nipples. Hank dropped his head from his arm and lay flat on his back as Fran took his stiffening wood in her hand and stroked him softly. He reached for her thigh only to find her legs already spread and inviting him to touch. His fingers found her heat. His middle finger found and ran circles around her clit.

Her heart was pounding in anticipation. He had become a man of steel in no time at all and she wanted him now more than ever before. She got to her knees, straddled him and held his cock head to her waiting sex. She knew she was ready but not if she was sufficiently wet, so she slid him slowly between her lips. His hands grasped her hips. He thrust upward as she was slowly lowering herself and she felt his hot meat filling her void.

Fran put her hands back on his thighs as his rediscovered her tits. The feel of his warm hands on her, the ecstasy of the way he pinched and rolled her nipples, the joy feeling this stallion under her, the bliss on his face, it all was coming together between her legs. She dropped down on him, making sure he completely impaled her and started rubbing her most sensitive organ on his pubic bone. His incredibly stiff dick kept moving in and out in short strokes as she rocked. He pinched her nipples a little harder and electricity shot through her body. One of his hands left her and she felt it reappear on her belly. His thumb moved between them as he began to have his way with her pearl.

He felt her honey oozing between them as she consumed hm. He needed this. He needed her. He loved how this woman was taking him. He wanted to take her too. Taking her hips, he lifted her and shifted out from under her. He asked her to kneel and got behind her. Taking his stiletto, no, taking his broadsword in hand, he found her velvet recess and drove it home. She gasped aloud as he sunk to the ultimate depth of her. His stomach slapped against her ass again and again, sounding out the ultimate backbeat to natures ultimate song.

Fran played with one of her nipples with one hand and stroked her own jewel with the other. He was taking her to the cliff once again. His hands were on her hips pulling her onto him and he pounded himself against her. She wanted to feel even more so she rocked her hips up and down with each of his thrusts and retreats. His cock felt immense. She tightened herself along with their rhythm. It was wonderful and the cliff was in sight. She rubbed her jewel quickly from side to side and she pinched her nipple harder.

"Oh Christ," she called in one breath. "I'm cumming," with the next.

Her cries were met with harder, deeper thrusts.

"Shit," she shrieked into the sheets in one long word as her body was wracked in violent spasms of pure bliss.

His pace began to slow, but she needed more.

"Oh god, don't stop," she begged him. "Keep going. Fuck me, fuck me harder."

She was hot, wet and wild he thought. He had not gone as fast as he could, so he redoubled his efforts and practically lifted her from her knees each time he impaled her. He pulled until he was almost out, until he could see his glans before jamming himself back in.

"Yes," she repeated with each heart stopping thrust.

She jumped from the cliff a second time. She felt like she had to pee, but knew what this was and ejaculated for the second time that night, wetting the sheets again. Her legs jumped of their own accord and they parted. Immediately, she turned and pushed him, toppling him onto his back. His long hard cock lay drenched upon his stomach and she pounced on him. Grabbing his engorged meat, she took him into her mouth. Her hand and head flew as she fucked him with her mouth. She took her hand away and pushed down on him, driving his hot rod into her throat. She licked the underside of his lovely shaft as she swallowed him again and again. She lifted to catch her breath. Her spit poured down on him. Again she took him as deep as she could. She pushed his legs apart further and lifted his knees. Another breath. This time, before swallowing him again, she found his ass hole and fingered her way in.

"Oh my god," he exclaimed for his first love making words.

Her mouth enveloped him, her finger explored him and he felt himself ready to explode. Her head came up off him, but stayed on his shaft as her tongue danced around his head and teased the excited nerves at the base of his helmet. She continued exploring his ass as her other hand wrapped him in its fingers and stroked him. Now it was his turn to explode. He squeezed his as for as long as he could to hold it at bay. His legs began to shake and then he erupted.

Hot jets of sperm filled her mouth. She sealed her lips to his jerking cock so she would not lose a single drop of his precious climax. There was too much. She swallowed a little of it as he continued to deliver his sweet semen. Finally, his eruption ebbed. She pinched his cock at the base with two fingers and drew them up his shaft to get the last few drops.

Moving up his body she laid her body on his. He was breathing hard as they gazed into each other's eyes. She pursed her lips just as he had done and he smiled and opened his mouth. She refunded some of his deposit before they swallowed together.

Again they changed the sheets, but this time took a shower. Totally spent, they lay in bed together in each other's arms. Sleep took them in its arms and thus began their lifetime affair together. Ultimate friends with benefits.