I had always been a bit self-conscious about my breasts. At 39, I wasn’t exactly a spring chicken anymore, and my once perky assets had started to show the effects of gravity. But my boyfriend, Jake, had a way of making me feel like the sexiest woman alive, and he had a particular appreciation for my chest.

“Hey, Mary Ellen,” Jake called out as I stepped out of the shower, wrapping a towel around my body. I could hear the excitement in his voice, a tone that usually meant he had something naughty on his mind. “Yeah, babe?” I replied, smiling as I pictured him lounging on our bed, his muscular body glistening with anticipation. Jake was a fitness enthusiast, and his dedication to the gym had paid off, making him a sight to behold.

“I was just thinking…” He trailed off, his blue eyes sparkling with mischief. “You know how I love your tits, right?”

I laughed, feeling a familiar warmth between my legs. “Yeah, I think I’ve noticed your appreciation, Mr. Handsy.” Jake had a habit of cupping and caressing my breasts whenever we were alone, his touch sending shivers down my spine.

“Well, I was wondering…” He paused, biting his lower lip, a sure sign he was about to propose something deliciously dirty. “Would you be up for giving me a titty fuck?”

My heart skipped a beat. I had never done anything like that before, but the thought of pleasing Jake and feeling his hard cock between my breasts was enough to make me blush. “A titty fuck? You mean, like… using my tits to pleasure you?”

“Exactly!” Jake’s face lit up, his excitement palpable. “I’ve always wanted to feel your soft, warm tits wrapped around my dick. I bet it’ll be fucking amazing.”

I couldn’t deny the appeal of his request. Jake’s enthusiasm was infectious, and the idea of using my body to bring him pleasure was incredibly arousing. I took a deep breath, my towel falling slightly, revealing a hint of my pale skin. “Okay, Jake. I’ll do it. But only if you promise to be gentle with my girls.”

“Oh, I’ll be gentle, baby,” he assured me, his voice thick with desire. “But first, let me get a good look at them.”

I smiled, feeling a surge of confidence. I let the towel drop to the floor, exposing my naked body to Jake’s hungry gaze. My breasts were full and round, with large, pink nipples that stood erect in anticipation. I cupped them in my hands, squeezing gently, my fingers brushing against my sensitive skin.

“Fuck, Mary Ellen,” Jake whispered, his eyes fixed on my chest. “Your tits are fucking perfect. I can’t wait to feel them squeezing my cock.”

I took a step closer to the bed, my heart racing. “Show me what you want me to do, Jake. Guide me.”

He patted the bed beside him, his hand reaching out to stroke my thigh. “Come here, beautiful. Straddle my face, let me taste your sweet pussy while you prepare those gorgeous tits for my cock.”

I did as he asked, climbing onto the bed and positioning myself above his face. Jake’s hands immediately went to my ass, squeezing and kneading my cheeks as his tongue sought out my clit. I moaned, the sensation of his rough hands and soft tongue driving me wild.

“That’s it, baby,” he murmured between licks. “Ride my face, let me hear you moan.”

I ground my hips against his mouth, my wetness coating his lips and chin. His tongue flicked and teased, driving me closer to the edge. I reached down, grabbing a handful of his hair, and urged him on. “Yes, Jake, right there. Oh, fuck, that feels so good.”

As I neared my climax, Jake’s hands traveled up my body, his fingers brushing against my nipples, causing me to shudder. “Now, Mary Ellen,” he said, his voice hoarse with need. “Let’s give my cock the titty fuck it’s been dreaming of.”

I shifted my position, straddling his waist, my knees sinking into the mattress on either side of his hips. Jake’s cock stood tall and proud, already glistening with pre-cum. I leaned forward, my breasts swaying, and took the head of his cock between my lips, sucking gently.

“Mmm, that’s it,” he groaned, his hands on my hips, guiding me. “Suck it, baby, get it nice and wet for your tits.”

I bobbed my head, taking him deep into my mouth, my tongue swirling around the thick shaft. Jake’s hands tightened on my hips, urging me to take more of him. I looked up at him, my blue eyes meeting his, as I deep-throated his length, my throat constricting around his girth.

“Fuck, you’re incredible,” he panted, his breath coming in short gasps. “Now, let’s get those tits in action.”

I pulled back, my lips glistening with saliva and pre-cum. I positioned myself above his cock, my breasts hanging over his shaft. I looked down, watching as the head of his cock disappeared between my cleavage.

“Oh, fuck, yes,” Jake moaned, his eyes fixed on the sight of his cock sliding between my tits. “Squeeze them together, baby, make a tight little tunnel for my dick.”

I did as he asked, my hands cupping my breasts, squeezing them together, trapping his cock between them. I began to slide up and down, my tits providing a warm, slick passage for his throbbing member.

“That’s it, fuck those tits, Mary Ellen,” he urged, his hands gripping my hips, helping me set the pace. “Feel how hard your tits make me? How much I love your soft, warm flesh on my cock?”

I moaned, the sensation of his cock sliding between my breasts sending waves of pleasure through my body. I leaned forward, my nipples brushing against his chest, my hair falling around us like a curtain of red silk.

“You like that, baby?” Jake asked, his voice rough with desire. “You like feeling my cock between your tits?”

“Yes, Jake,” I whispered, my breath hot against his skin. “I love it. I love feeling your hard cock against my soft flesh.”

“That’s it, fuck those tits harder, baby,” he encouraged, his hands squeezing my ass, pulling me down onto his cock. “Squeeze them tight, make me cum all over your beautiful tits.”

I increased my pace, my tits sliding up and down his shaft, my nipples rubbing against his skin. Jake’s breathing became ragged, his body tensing beneath me.

“Oh, fuck, I’m gonna cum,” he groaned, his hands gripping my hips tightly. “Cum all over your tits, Mary Ellen. Paint your beautiful skin with my cum.”

His words sent me over the edge. I squeezed my tits together, trapping his cock, and felt his warm, sticky release coating my skin. His cum shot in thick ropes, painting my breasts and neck, creating a pearl necklace of his desire.

“Yes, Jake,” I moaned, my body trembling with pleasure. “Cum for me, baby. Give me your cum.”

As his climax subsided, I leaned down, my lips seeking his, and kissed him deeply, sharing the taste of his release. I could feel his cum, still warm, on my skin, and it only added to the intensity of the moment.

“That was fucking incredible,” Jake panted, his hands stroking my back. “Your tits are fucking amazing, Mary Ellen. I could do this all day.”

I smiled, feeling a sense of satisfaction and pride. “I’m glad you enjoyed it, Jake. I have to admit, I loved feeling your cock between my tits.”

“And I loved watching you,” he said, his eyes roaming over my cum-covered body. “You’re so fucking sexy, Mary Ellen. I can’t wait to explore more of your naughty side.”

I blushed, feeling a new sense of freedom and excitement. Jake’s appreciation for my body and his willingness to explore our desires had unlocked something within me, a newfound confidence and a hunger for more.

“I can’t wait to see what else we can get up to,” I said, my voice laced with anticipation. “But for now, I think I need a shower to wash off all this delicious cum.”

Jake laughed, his eyes sparkling with mischief. “I’ll join you, baby. We can wash each other off and start planning our next adventure.”

As we made our way to the shower, I couldn’t help but feel a sense of excitement for what the future held. Jake’s love for my body and his insatiable appetite for pleasure had opened up a whole new world of erotic possibilities, and I couldn’t wait to explore them all.