Take our time (Alternate)

We both started walking, in silence at first, not an uncomfortable silence between us, but still it felt loaded in the air. I let her have her thoughts, and tried to keep focused ahead, but her cute butt kept swaying in my sight, she was slightly ahead and to my right. Eventually I gave up, staring, imagining what she looked like naked, straddling my cock. I was so lost in my guilty fantasies that I nearly ran into her when she stopped and turned to face me.

Helen went to open her mouth to say something, then stopped, looking down. My erection had really made itself known, pointing straight out, lifting my shorts, and pressing in right on her naval.

"Men!" She yelled, with some jest but some derision too, gesturing down at my pelvis. "Do you always think with that thing?!"

"Well, not always," I joked back, "but enough of the time when there's a beautiful woman around."

She looked lost in thought for a minute, thinking on something or another.

"You know, I've never stopped to consider what turns on men. Like I KNOW what turns on a woman, but not really a man." She chuckled, "besides the obvious. I mean what about a woman? Is it just the sight? What is it? And why? And how? Too many questions..."

I wasn't sure how to answer, I wasn't actually sure if she wanted an answer.

"Do you want to know or are you just talking out loud." I spoke quietly.

She stared at my searchingly for what seemed like an hour, before nodding to herself, Seeming to draw courage.

"I actually want to know. I've only ever been with women, and that's a whole other animal. Kaila keeps telling stories, and I'm curious to know what it all means." She held up a finger. "But I'm NOT going to fuck you. Clear?"

I nodded quickly, "Clear! What would you like to know?"

She smiled, reaching out, and pulling down my bathing suit. Her hand traced around my stiff erection and eventually cupped my balls.

"For starters, what made this happen to you? And was it different from normal?" Helen slowly massaged my testicles as she talked. I was so turned on at this point I just wanted to nail her against a tree!

I groaned, and fixed my eyes on her face, trying not to lose it.

"What happened was, that your ass was too perfect and in front of me! I mean, I've seen you naked, and we've fooled around a little, but I haven't really had a chance to admire you properly." I felt like I needed to sit for this, and glanced around, seeing a rock that was perfect for both of us.

"Can we sit?" I gestured, and made a startled noise as she smiled and gently lead me to the rock, using my balls as a lead. She was almost tender in her ministration and I was rewarded when she slowly moved her other hand towards me, and used her palm to wrap it around my shaft in a slow sensual way, making me thoroughly hard.

"Why am I sexy? And why do I love the sight of your hard dick?" She spoke softly, and then continued almost in a whisper, " I've never been attracted to a man before... Not really..." She continued to massage my balls, gently and sultry. She looked up and made eye contact with me. "So? Why am I sexy?"

I stared at her, not sure how to answer.

"Well I guess it's different for every guy. For me, there's a difference between hot, sexy, and attractive. A hot chick," I flashed her a grin, "is one with an amazing body. A perfect heart shaped ass, large soft and well shaped tits, nice lips, above and below" this was followed with a wink, "and a classic beauty of a face. Basically exactly like you." I saw Helen's face heat up, exactly what I was going for. She was so cute when she got flustered.

"Every guys is different for what physically he looks for. I for instance love your-" I almost said child bearing figure, all Kaila and I had dirty talked about recently was about that kind of thing, but I wasn't sure if Helen would be into it. "-perfect figure. And a lot of other things! But what makes you sexy, and why I got a massive erection, is how sexy you are. That has more to do with your mannerisms. Any woman can act or be sexy, but some, like you, are just naturally like that. The way your ass was swaying..."

I trailed off, not only with the memory of her naked soapy ass, but she had slowly moved her hands, one now wrapped around my sack in a ring, slowly stretching it out in the most erotic way. The other climbed up my shaft, and her palm was now covered in my pre-cum, slowly rotating over the surface of the whole head, my cock standing stuff for her, she wasn't even using fingers! She was so absorbed in my words and exploring my dick she didn't even notice my stutter.

"The way you look at me, how you keep your chest out and your figure lithe, so many little things make you sexy." Helen had now leaned down, her head basically in my lap as she watched how my dick reacted to what she was doing.

"And what makes a woman attractive?" She murmured, mesmerized.

My head rolled back. "Everything. Look, posture, pose, figure, mannerism, and who you are. To be attractive, you need to have a good personality to go with an amazing body." I reached down, and slowly pulled her face away from my pelvis, her hands holding firm to me.

"And you Helen, are a hot, sexy, attractive as hell woman, one that anyone on Earth would be lucky to call partner." And I drew her in for a a kiss.

Her body melted against mine, I could feel her muscles relax, and she kissed back, almost ****, needing me, wanting me. Her hands relaxed for a moment before they both clenched onto my shaft, not moving, just holding on like you would to something precious. I held the kiss for as long as I had air, my hands framing her face in a gentle but firm embrace.

Finally we broke the kiss. Both of us panting. We stared at each other, on the precipice of just falling over each other in adoration and lust.

She swallowed, and that seemed to break the spell.

"We should, in, we should-" she started, gulping.

I tensed, but **** myself to stand, "Yeah, we should catch them. I guess." I smiled, and offered her my hand. She came to her feet, but didn't let go, leading me down the path to our partners.