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Those of you who have read my original story entitled 'What Friends Are For', will recall my relationship with Dana, and may also recall that her friend Mel also accompanied us on many of our nights out.

It was during my break up with Dana that I turned to Mel as she was the only one who could understand what I was going through. Mel had known Dana for some twelve years, and knew her better than anyone could, and so it was easy to confide in her, all the feelings I still had towards Dana. Mel was the complete opposite of Dana, except for their heights, both around 5'5". While Dana has long blonde hair,48 years old, and is of large build, with large boobs; Mel is very trim, 44 years old, with shorter dark hair, and only a 34b in the boob department.( I have found that out since). They also had very different personalities, and histories, and Mel was much quieter and reserved while in company. It has only been recently that we have gotten close through our link in Dana.

Mel sat and listened intently as I poured my heart out, and she had some good words of advice to bestow upon me. One piece of advice she gave me turned into another interesting chapter in my life. I had confessed how much I had enjoyed even the most simple of tasks with Dana, like going to a quiet pub, and just chatting about general rubbish and the like. It was Mel who suggested that maybe it would help if we went out for a drink on the following weekend, as we would both be at a loose end, and it would be silly for us both to just sit at home feeling sorry for ourselves. I had to agree that it was a great idea, and I must admit I was not looking forward to my first full weekend with out Dana's company.

I picked Mel up at 8pm, and we made our way to a quiet country pub on the outskirts of south Birmingham. We chatted quite freely, and it finally came out that I always gave Dana a massage on a Friday or Saturday night, depending on how we were both feeling. Mel had chosen to refuse my offers of a massage in the past, and I expected her to do the same again, so I didnt even think to offer her one. It was while we were driving back to Mel's home later, that we got back to chatting on the subject of massages. Mel was well aware that 90% of the time, my massages I gave to Dana ended up in a passionate shagging session, and she asked if I ever managed to give Dana a massage and not go further. I told Mel that it hapened a few times, but that my hands always seemed to get Dana going, even when I deliberately tried to avoid her sensitive places like between her legs, and around her boobs.

No more was said that evening, but I was in my shop the next day when the phone rang. I answered expecting it to be a customer, but was surprised when Mel's voice cut through my usual phone dialogue, and I asked her what was up. Mel explained that she had had a great time last night, and did I want to pick her up later, and we could watch a movie back at my flat together. I told her it would be a great idea, and she said we could choose a movie from my local video store on the way back to mine.

I again travelled the four and a half miles to collect Mel, and we chose a romantic movie, before settling back in my flat, and sipping on a nice chilled bottle of wine that Mel had brought. It was strange, as Mel didnt drink that often, usually only having one malibu and lemonade a night, then opting for tonic water for the remaining time out. I got into the movie, and felt Mel relax against me as the movie unrolled. It was unlike Mel, as although we were close, she always kept a distance, even while dancing to slow songs together.

The movie ended, and we chatted, at ease more than usual. The subject got back to my massage technique, and Mel asked if I actually had had any training, to which I replied I had not, but I seemed to know the right places to press, and could work out any knots that Dana had in a short time. Mel commented that she noticed how tense and cramped Dana had looked many a time, then having seen how much better she looked after a few minutes of me rubbing her neck. I had often been called upon by several older women who we knew in our regular club on our nights out, and all of whom had seemed more than happy with my ministrations. It hadnt escaped Mel's notice either, and she asked if I would just rub her neck for a while.

While running my fingers through around her neck, I noticed just how tense her neck muscles were, and presumed her back, shoulders, and other areas would be just as knotted and stiff. I mentioned this to Mel, and she admitted she felt stiff all over, but wouldnt dream of asking me. I challenged her as to why, and she said she was not sure she should, as I still pined for Dana. I assured Mel I could give her the release she needed, without going any further than she was comfortable with. We made a few ground rules as to where I could, and could not touch, and that if she felt uncomfortable at all, she was to say and I would stop immediately.

Arranging the furniture to leave a space in the middle of my living room, I fetched a duvet out of the bedroom, and lay it down on the floor. It had been agreed that Mel would, like Dana, strip down to her underwear, and lie down on the duvet, with her front downwards. I left the room, to warm some massage oil, and to allow Mel some privacy to arrange herself face down.

I had just gotten a little warmth in the oil when I heard Mel call that she was ready. I had never seen Mel in anything other than street clothes before, and when I entered the room, I glanced down to see that she had great taste in underwear. There was very little left to the imagination, and all her attire consisted of was a thin strapped white bra, and an equally small pair of white thong panties. Her dark hair contrasted nicely with the light underwear, and I couldnt help but feel butterflies in my stomach as I put the oil bowl down at the side of her, and dropped my own trousers to leave only my boxers and a t-shirt on my own body. We had agreed that I would be dressed as such, so as to avoid getting oil on my clothes, and so I could freely sit astride her back in my usual massage position I had become accustomed to while massaging Dana.

I firstly unclasped Mel's bra catch, and allowed the straps to fall off her shoulders, but left it around her arms. Mel asked if it was going to be in the way on her arms, and after I said yes, she lifted herself slightly, and dragged it out from under her prone body, tossing it onto the nearby chair. Everything now set, I started to drizzle a little oil onto her spine, allowing a little to run up to her shoulders. I rubbed gently at the nape of her neck, and around the sides of her knot-filled shoulders. I allowed my hands to roam up and down her thin arms, and back down to her neck, pummelling her flesh gently, as I sensed her becomming more and more relaxed. I kept asking how she was feeling, and each time she seemed more and more relaxed and easy. I worked on her spine, letting my fingers work down all the way to her panties, before moving back up to her neck. I felt Mel moaning as I worked on her spine, and she commented that she felt more relaxed than she had in years. I told her it was fun, and she was a good subject, as she was so knotted to start with. And it was true, you can only tell you are doing a good job if there are knots going away as you rub around the area. The secret is to rub it away to the areas that dont get tense, and then it just soaks into the flesh, leving the original area supple and smooth.

While reading one book on massaging, I came across a piece on how much muscle there is in the butt cheeks, or 'glutemous maximus' to give it its proper name, and I ran my fingers across Mel's ass cheeks, avoiding the panties as best I could, before she offered to let me take those off if it was really neccessary. The panties removed, I was now free to properly massage her ass, and did so with relish, and found there to be quite an large area of knotted tissue to knead out. I commented on this, and Mel said she could feel it getting more relaxed as I worked on it. She also said how much more relaxed her back felt since I had begun my massage. I started long slow, but firm strokes, up and down her spine, from her ass cheeks, right up to her neck, and I got firmer with each stroke, and forced my hands outwards and around with circular strokes at each stop on her neck. Soon, my hands were encircling her whole back, and my fingers made their way around to her side, just barely brushing her stomach at the bottom, and the sides of her boobs on the upstroke.

I could feel Mel moving slightly as I moved my fingers along her sides, and each time I moved up her body, my fingers brushed a little more of her boob. I was trying to keep this strictly as a massage, but the growing churning in my stomach had the effect of making me see how far I could go before one of us put a stop to it. I decided to push my fingers a little further round on the next stroke, but stopped just short of her boobs, as I did so , I felt Mel lift her body slightly again, and if I had have followed the path upwards, my fingers would surely have cupped most of her boobs.

On the next stroke, I this time followed all the way up, and found both my hands cupping her boobs, with their obviously erect nipples pushing against my palms as I gave them both a gentle squeeze, before I moved my hands away. As I did so, Mel let her body drop into the thick duvet again. I knew my firm rubbing on the hollow at the base of her spine would make her relax, and had every intention to rub a few more of her erogenous zones before the massage was finished.

I decided not to push Mel any further for now, and decided to concentrate on her legs for now. Moving off her back, I sat to one side, and taking a little more oil, I ran my hands slowly up and down her calf muscles, and then up to the back of her thighs, making sure I stopped short of the tops. I could feel and see her legs slowly opening as I worked on her legs, and soon I could clearly see the dense patch of pubic hair that covered her sex. The opening of her legs allowed me to stop my massaging of her legs a little higher, and I let my fingers stop a little higher each time, her legs opened a little more, the more I rubbed. I rubbed firmly on the backs of her knees, a point I know to be particulary sensitive, and I noticed Mel squirm slightly as I rubbed with more force. I could not be sure, but I thought I could see a little moisture on Mel's pubic hair, but wasnt sure if a little of the oil had seeped down from when I was massaging her bum cheeks. I got my answer though a little while after I first noticed it. As I allowed my hands to work closer and closer to her pussy, I ran my fingers up and over her ass cheeks, causing her cheeks to splay open, and thus causing her pussy lips to pull apart. As I looked at the opening to her pussy, I could clearly see the juices in her pussy, and they were definately not from the oil spillage. I ran my hands back down to her thighs, then back up again, this time I held her ass open for a few seconds, letting me get a good look at her wet pussy, before letting it close again.

I decided to leave her ass for a while, and worked again on her back, letting my hands swirl and twist around her shoulder blades, before running my knuckles firmly down her spine. I asked Mel if she was feeling more relaxed, and she said she felt wonderfully relaxed now.

I left it a few minutes, while gently rubbing her neck, until I offered to do some of her front, but told her she could put her underwear back on first. Mel pulled her knickers back up, but decided her bra would only get in the way, before I got up off her, and allowed her to turn over.

I was treated to my first view of Mel's pert boobs. I couldnt help but feel the need to adjust myself yet again, and Mel smiled as I did so. My arousal was obvious, and it was silly to try and hide it any longer, so I just smiled back. I had decided to kneel to one side for the frontal massage, but Mel asked why I hadnt sat astride her to do it. I told her it was because I would have to reach over her boobs each time I reached her neck. She insisted I sit astride her, and by now I knew she was completely comfortable with my erection. Lets face it, I would be a strange guy not to get aroused while rubbing my hands all over an attractive female now wouldnt I?

I let my leg swing over Mel's torso, and settled myself so I was knelt just a few inches above her body. I picked up some oil, and drizzled a little down the centre of her stomach, and then a little more up between her boobs, and around to her shoulders. I pushed my hands firmly along her shoulders, letting my fingers squeeze her muscles, and then moved to pull up one of her arms, and rubbed oil into her limb, making her skin shine. I did the same with the other arm, then ran my hands down the centre of her boobs, and swept over the pool of oil on her stomach and let my fingers rub along the line of her knickers, before pushing my hands back up, stopping just short of her boobs. I noticed Mel look me straight in the eyes as I did this several times. As I let my hand travel slightly further each time, I noticed Mel's eyes closing, and I soon had both her boobs in my hands. They were just as firm as they looked, and I could feel her nipples again hardening to my ministrations. I took both boobs into my palms and sqeezed gently, Mel's eyes remained closed and I took her nipples between my fingers and gently tugged then to their full hardness. I was so tempted to lean forward and take them into my mouth, but I resisted for now.

I finished playing with her boobs for a while, and noticed Mel's eyes open as I moved my hands down, and to her sides. Having finished oiling her sides. I ran my hands along the edge of her knickers, deliberatley avoiding touching the material. I then lifted off of her and took one of her legs, lifting it up and away from the other, letting her heel drop onto my shoulder, and took some oil, running it all the way down her calf muscle. I could see Mel watching me intently as I rubbed firmly at her leg, and even more so as I stretched forwrd to rub more into her thigh as well. I only rubbed oil into two thirds of her thigh, before dropping it gently and taking her other leg into a similar position. As I looked down, I could see her pubic hair escaping from the flimsy material of her thong panties, and I felt my dick harden even more to a full blown erection. As I put the second leg down, I accidently knocked my dick against it, and I saw a glazed look come over Mel's face, as she realised just how turned on I was.

Deciding I had gone far enough with the massage, I told Mel that that was it for the massage. She said I hadnt done all of her legs, and only some of her stomach. I replied I didnt want to get oil all over her nice panties, to which she replied that I would have to "Help her off with them then." I hesitated, for around a milli-second, then slowly pulled her panties down, and completley off. I now had a completely unobstructed view of her pussy hair, as her legs remained open slightly, and I had to stop and stare for a while. Mel had a thick growth of dark brown hair, and although she trimmed it to her bikini-line, it completely covered her pussy. I had always wanted to know what she looked like down there, I suppose a lot of guys always wonder what the pussies of close female friends look like?..no?? only me then!!??..lol..!!

I pulled Mel's legs open a little, and worked more oil into her thighs. As I reached higher and higher, her legs opened more, and I soon had my fingers brushing her hair as I reached the top of her thighs. Letting my hands turn, I massaged the tops of her thighs, allowing my fingers to run across the thick growth on every pass. Not only could I feel the heat, I could also feel a little moisture on the tips of my fingers as I continued. I felt Mel's legs drifting further open, but almost too slowly to notice, obviously she didnt realise she was doing it, and soon her legs were open enough that I had a birds eye view of her pussy. Mel had trimmed the hair around her pussy a little, and I could just make out her lips. I could see the fine film of juice coating them and wished I could just bury my face between her thighs. I was finding it even more difficult to control myself now, and the bulge in my shorts was very uncomfortable. I concentrated my attentions on the hollow in the back of Mel's knees, knowing how much of an erogenous zone it is there. Mel wiggled gently as I rubbed away, and I could see more moisture appearing on her lips.

Still trying to keep to the massage, I slide to the side of Mel, and reached down to massage her stomach, rubbing the flesh around and drizzling more oil onto her. As I leant over, my dick glanced the back of Mel's hand, and I felt her fingers rub it gently. I didnt move away, and continued to lean over her as she ran her hand up my hard dick. I rubbed a finger down through her pubic hair, letting my finger glance over her clit as she wrapped two fingers around the bulge in my shorts. I felt it pulse slowly as she gripped it more firmly, and I couldnt help but slide my finger over her clit as she groaned. I reached back pulled Mel's hand away, and popped open the button on my shorts, and my hard dick sprang out into view. I took Mel's hand, and placed it back onto my dick, and put my fingers back onto her pussy. I put one finger up into her pussy as she rubbed away at my dick, and I reached up with my free hand to grope at her firm boobs.

Just as I was about to put a second finger into her pussy, Mel pushed me off, and told me to take my shorts off. Having removed them, I was shocked to hear Mel ask me to "Lick me all over!", "Please!!". I was too turned on to stop and ask if she was sure, and I leant over her body, taking her firm boobs in my hands, licking from one nipple to the other, before taking one into my mouth, and sucking gently on it, then the other. Mel's hands came around my neck, forcing me to suck harder and I gladly obliged. I had one hand rubbing at her clit, and Mel slowly pushed my head down, and I prepared for my first taste of her juices.

I ran my tongue round the tops of her thighs, sensing her impatience as Mel moved her hips, trying to get my tongue into contact with her pussy. I finished swirling my tongue up her thighs, and licked straight up to her clit in one movement, getting the tang of her pussy on the way up. I ran my tongue down and right up inside her pussy, holding her lips open, and struggling for breath as Mel clamped her thighs shut, and clamped her hands behind my head, trying to get my tongue deeper into her folds. Love juice was literally dripping out of her pussy as I continued my assault of its contents, and I greedily licked up and down, trying to get as much of the sweet tasting stuff as I could into my mouth.

Mel began to buck wildly, and her thighs clamped harder around my head, nearly ripping my ears off as she came to a fierce orgasm. The result causing even more of her juices to flow out, before I fastened my whole mouth over her opening, and sucking what I could into my mouth. My stubble rubbing at her clitty seemed to cause her even more pleasure, and as the first orgasm was abatting, it set off the second.

Mel is only a small woman, but she pushed me back, and forced me onto my back, placing her still leaking pussy over my face, while placing her own mouth onto my aching dick, taking the whole length into her throat, and causing me to groan as she bit on my head, before sucking like a little demon, trying to suck out my own quickly building orgasm. If I lasted two minutes, then that was all, before I shouted out I was coming, and filled Mel's slurping mouth with my own cream. She surprised me by clamping her mouth over it and swallowing every drop as it flowed out of my jerking dick. Mel continued to suck on my dick till I regained my erection, and then she swung herself over it, and lowered her wet pussy onto my near paralised torso. Looking me straight in the eyes, she lowered her tight, no very tight, pussy onto my quivering dick, causing me to groan as her pussy struggled to accomodate my girth. Finally settling down, with my dick buried almost entirely in her pussy, Mel said "Well, I told you you couldnt give me a massage without wanting to fuck me!", "Just who is fucking who?" I exclaimed, to which she replied " You complaining?". I most certainly was not, and returned her thrusts with plenty of my own, as she bucked up and down on my dick. I turned her over, and buried the whole length of my dock into Mel, pushing as hard as I could, and looking deep into Mel's eyes. I leant forward, bringing her legs over my shoulders, and she begged me to fuck her hard as I pistoned into her depths.

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