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Title: Liz Makes Out - Author: Bobjj123

Published: May 25, 2010 - Contact:

Liz Barnwell had been down on her luck for some time. It wasn't really her fault but rather a matter of fate. She was a good woman, honest, forthright, and always ready to help someone less fortunate and she had a good heart. Unfortunately, her husband, whom she dearly loved did not and died of a heart attack at the age of 29 leaving her with three kids and a pile of unpaid bills.

Liz tried to meet all her obligations but here earning potential was low. She'd Married at 20 and become a very capable housewife, child bearer and mother, none of which provided her with marketable experience. This did not keep her from trying as she sought jobs as a waitress, a sales clerk and finally as a construction laborer.

Even with her elderly parents caring for her kids and working long hours on construction projects, she could bring her income to match her family's expenses. With all her concerns, she felt herself slipping into depression. . .

She began to cut costs. First, she moved the family into a two bedroom apartment over a storefront where her kids had neither a front or backyard to exercise in. Then, she dropped the various insurance policies that stood to protect the family. Finally, she sold the family automobile. She would rely on others to get her to and from work and walk to the rest.

Things began to look better as her income rose slightly and her expenses dropped drastically only to have some rather large dental bills to fix her kids teeth. Finally, she had gotten sick. . . some sort of virus that lasted nearly two weeks. When she was able to go back to work, her position had been filled by someone else.

As she collected unemployment insurance, her heart and soul finally surrendered to a feeling of guilt and hopelessness. She simply quit trying to succeed as she halfheartedly sought work. She'd lost her pride and now her confidence.

More than once, she thought of suicide and it was only the thought of her kids needing her that kept her from considering it.

Several blocks down the street from her apartment, the 'Sensuous Movie Studio' was continuing to advertise for actresses to perform in their pornographic movies. A month earlier she'd have shunned the idea with disdain but in her current situation, it might be a way back to financial security. Anyway, it wouldn't hurt to ask!

Next day, she sat in the front office of the studio, filling out an application for a position in the pornographic industry. As she worked, she felt herself degraded and cheap like the office she was sitting in. The application was degrading as it asked her to sign waivers. . . giving all rights to the studio.

Then, as she passed the completed application to the receptionist, she felt the bile rise into her throat. "Mr. Mouldrake will see you now," the receptionist said.

As Liz entered Mr. Mouldrake's office, she had reached the low point in her life. She moved to address the dark, unclean, unshaven man in casual clothes she felt her stomach boil. Then, standing before him, she waited while he read her application.

"Mrs. Barnwell, why are you here" the man asked.

"I want a job. I need the money!"

"Do you know what we do here. . .what kind of movies we make"

"I have an idea. How much do you pay"

So the discussion started as each side sought out information on he other. The man was 'cagy' and wouldn't state a salary. Liz was adamant that she needed to know! Then, it was determined that the starting salary would be based on a screen test. They paid $500 for the screen test.

"What would the screen test involve"

"Come off it! You know what we do here!"

"Well, I'm not ruining my reputation for $500. What's in it for me afterward"

"We make movies here and if we need you, we hire you. . .maybe once, may several times. All depends!" Mrs. Barnwell, perhaps you ought to go home and think this over. If you still want to do it, come back tomorrow and we'll schedule the screen test."

"Perhaps I should," Liz said as she left.

Later, at home another problem began to arise. Liz had enjoyed an active sex life while she and her husband were together; then, when he died so suddenly, her interest in sex simply vanished. When ever there were problems and tension, Liz had found that some playtime with her husband tended to alleviate the effects of those problems. Now, at home, alone, facing problems and tension, she felt those old needs and desires return.

Late that night, alone in her bed, she decided to go for the screen test! Five hundred tax free dollars would pay the rent. . . . The decision gave her no satisfaction and her degradation was complete!

It was five o'clock in the morning when she heard the rapping on her apartment door. Someone was seeking entry and it seemed important! She arose from her bed and went down the stairs to her door where she found her old foreman, Clancy, seeking admittance. He had come to offer her old job with the construction company back for a project beginning immediately. The project would last three years and he would guarantee a few of his workers full 40-hour weeks instead of the Union plan where they were paid only on the days that they worked.

Liz did not hesitate and as they talked, Clancy listened to her personal needs, When the subject of transportation came up, he said simply, "I have three pickup trucks at my disposal - I suppose I could let you use one to handle your personal transportation." With further talk it was determined that he needed her for work that very day and she agreed.

Then, as Clancy left, Liz felt her confidence rise. She felt her old values returning and began to prepare breakfast for her kids. By the time she had the kids safe with her mother and Clancey had come to pick her up for work, she was her old self again. Only she knew her deep, dark secret, i.e., that she had been willing to degrade herself by making a pornographic movie. . .

She said a silent prayer to the almighty for restoring her mind and giving her another chance as she got in the truck with Clancy and headed for work. As she and Clancy talked, Liz asked about his family and Clancy answered that he had none - his wife had left him several years earlier. Her reported that he was married to his work!

Then, once at work, she'd quickly donned a flagman's garb and moved to control traffic at a construction entry point. The work was hard. The sun was hot! She'd grown soft in recent weeks!

By noon, she was tired. . .took her half hour lunch break when relief came and returned to work the afternoon. Even as her bones and muscles ached, she gradually became re-familiar with her job - she was good at it. Then, at quitting time, Clancy came to her and asked if she could work a couple of hours of overtime! She hurt but the prospect of two hours overtime pay was there and she needed the money.

It was nearly nine o'clock at night when Liz arrived at her parents house to pick up the kids. She parked in the driveway and barely hobbled to the doorway, cold, hungry and still kids to care for.

An hour later, her mother had fed her dinner and convinced her and the kids to spend the night there where she could sleep in her old bed. She stumbled into the bed and slept.

Six nights later, she had still not slept at home as she worked 12 hour days and returned to her parents exhausted. Then, Sunday, she returned to her apartment and spent the day with her kids. She still felt tired and had her share of aches and pains but she felt herself growing stronger.

Two more weeks of 12-hour days came and went and Liz grew stronger. By the third week, she had started returning her and her kids to her apartment to sleep. She paid her bills. She opened a bank account.

Then, the nature of the construction work changed and she began working leisurely 8-hour days picking up trash and minor housekeeping duties at the site. Clancy kept only his small, select crew.

It was then that Liz began to feel it again. . . those old lusty needs and desires! Being a healthy young woman yet, her needs weren't being met. Masturbation seemed to only add to her frustration. At first, she gave no thought to entertaining a man but as her frustration grew more intense, her mind began to consider a man to satisfy her needs. The thoughts were general and of no man in particular.

It was most frustrating during those late afternoons, standing alone at the roadside with her flag and paddle that her mind began to dwell on sex and her frustration was most intense. Perhaps that was why she first observed Clancey, her boss, for the first time as a sex object! Then, she considered, he was her boss and any type of affair would be to the detriment of her job. He was for looking only. . . not to touch!

Still, he was good to look at. . . a fine, healthy specimen with the strength of a bull packed into a medium frame with short brown hair, blue eyes and a weathered face! He was naturally sexy. . . a man women wanted to be with! She began to spend a good deal of time day-dreaming about Clancey as she whiled away her lonely afternoons with the flag and paddle.

The next year passed slowly as Liz learned to manage financially and even get a nice savings account and some investments in her portfolio. Her kids were well dressed and received proper medical and dental care and she had bought a new car - a small car that was big enough for five but got 40 miles to the gallon of gas.

Occasionally, she recalled that night when she'd made the decision to humiliate herself by making a porno movie and fate had brought Clancey to her door with a job offer to unknowingly save her from that act. Inevitably, the thought of Clancey brought a flood of erotic feelings and a need to masturbate!

It was the late fall of her third year on the project when the end was in sight. Perhaps there'd be a new project waiting - perhaps not! Liz had prepared for this eventuality and there'd be money to keep her and the children for several months.

When Clancey came to her and told her that she was 'laid off' it came as no surprise. She accepted it calmly and asked about another project. Her boss was no optimistic! Come spring there'd be work again but, it'd be a long winter.

Then, when Clancey reported that he was also 'laid off' Liz felt an idea forming in her mind. He would no longer be her boss. "Clancey, I'd like you to come to dinner at my place Sunday night. How about a good steak"

As she spoke, their eyes met and Liz saw something there that she'd never seen before. . . something different and back in her high school days she'd have sworn he was lusting after her! Could it be

It was agreed! Clancey'd come early and enjoy some time with her and the kids as well as a good dinner, wine and maybe a TV movie.

It was five o'clock, the agreed time when Clancey arrived at her door and Liz allowed her oldest son to answer the knock and greet him. It was not by chance that she'd allowed this to happen. . . it was a chance for him to meet her family and become familiar. Then, after a time, she entered their living room with two beers.

Again, she had timed her dinner preparations to allow herself some time to visit with him on his arrival. She would then show off her family and gauge Clancey's reaction. If he seemed to fit well, she had other plans. . . If not, it would just be a friendly dinner.

As they sat drinking their beers, Liz was alert to Clancey's moves. . . Again, she caught him eyeing her, adoring her, supposedly covertly, as he seemed to enjoy playing with her kids. As she made note of his behavior she felt her own passions smoldering deep down in her sub-conscious. She began to adore Clancey with her eyes, covertly, as he had done. Things were going well.

As she went to prepare dinner and leave Clancey playing with her kids, Liz was pretty sure that there was something developing between them. . .

Dinner went well. The steaks were cooked perfectly and the sauces were superb. The wine was excellent! Conversation at dinner was tailored to he kids as they happily babbled about their interests. Then, after dinner, the kids each dutifully picked up their dishes and took them to the kitchen where they cleaned and stacked them for their mother to wash.

Clancey, on seeing this followed suit and took his dishes in a similar manner. He'd been having a good time with her kids and the dinner was perfect. His only problem was a growing lust for the mother . . .a disposition that he feared might be exposed and ruin their friendship.

"All right kids! It's eight o'clock and time for bed. Go get ready and I'll come tuck you in." Liz said and was greeted by resistance from the kids who were playing with Clancey.

"Why don't you give'm another half hour It's the weekend!" Clancey surprised her with.

"Eight-thirty then. . . but just for tonight."

It was nearly nine o'clock when the kids were finally down and asleep. Liz went to the kitchen and brought a bottle of brandy and two snifters to her living room. There she placed them on the coffee table and seated herself beside Clancey on the sofa. She poured two brandies.

As they sat, Liz put her hand on Clancey's arm in an intimate gesture and asked, "How do you like my kids"

"I like them. Don't have any in my family and I enjoy them."

"I hope they weren't too much bother."

"Oh! They weren't a bother. . .definitely not a bother."

They at sipping their brandy and Liz noted with pleasure that Clancey's eyes were covertly looking at her knees where her dress had slipped up to expose her knee caps. . . she moved slightly to allow the dress to slide up a bit more!

They had been talking, about casual things, as Liz made her little move and Clancey's eyes quickly perceived the more risque view of her knees. He turned and their eyes met. Each saw the rising passion in the other. "Liz, are you. . . could you ever consider me for more than a friend," he asked.

"Why do you think I asked you here tonight I wanted to see how you took to my kids. My kids must always come first. Now, we can talk."

"Are you trying to seduce me . . . 'cause if you are, I'd like that."

"Busted! Maybe not trying to seduce you. . . not yet anyway. More like looking you over as a prospect."

"Well, as of right now, I'm trying to seduce you!" Clancey said.

"Whatever happens, let's not ruin a beautiful friendship"


Then, having watched an old rerun of 'Africa Queen" on the television, Clancey arose and bid her goodnight. Liz arose to see him out and at the door their eyes met. Clancey felt a strong urge to kiss he but perhaps it wasn't appropriate and he didn't want to screw up a great friendship! Their eyes met and suddenly there was an intimacy between them that hadn't existed before.

As the door closed behind him, Clancey cursed himself for not having tried to kiss her. Meanwhile Liz was also reliving that moment in her mind. . . she smiled! She had known that Clancey wanted to kiss her. He was definitely interested!

From that first date, their friendship blossomed as they grew closer with each succeeding date. At first, the kids were always included as they went to the amusement park, the lake, the zoo and other places for the kids enjoyment; then, there were dinner and a movie dates while the kids stayed with her parents.

As Liz and her kids and Clancey grew closer as a family, it became obvious to her that there was no longer any backing out of the relationship between Clancey and herself. The kids would be heartbroken,

It was after a movie date, as they talked and made out mildly in her living room, that Liz asked, "Clancey, When are we going to think about us"

"What about us"

"Our future, I mean!!

"Oh That! . . . I've been meaning to ask, "Will ya' marry me

"What'd you say"

"I said, Will ya' marry me"

"You mean me and the kids and all"

I wouldn't have you otherwise. I'd like them to think of me as 'Dad'. Then, after we're married, maybe we can complete what we've started tonight.

To this Liz responded, "The kids are heavy sleepers and if we're quiet we could complete it right here tonight. That's if you want to, of course!"

This was not what Clancey had expected to hear. . . in fact, he was stunned by her very forward suggestion! Not that he had the least objection as such an event had been on his mind for months. Actually, the marriage idea had been a new one - one he hadn't considered much but, having been made, he was glad that he'd made it! He felt his sleeping cock awaken and rise to the occasion.

"You know Liz, it's been years since I've been with a woman and I may be a little rusty," Clancey spoke, "Could we just kinda work into it easy so I can make it good for you" His voice betrayed his concern. . .

Meanwhile, "Liz was having misgivings too. It'd been many years since she'd been with a man and, though she'd heard that it was like riding a bicycle, once one learned, they never forgot how, she wasn't so sure. Then, of course, all her experience had been with one man, her husband, and she had no way to rate her performance in bed although she was pretty sure that she'd rate at least good ion performance!

When she turned and their eyes met, they conveyed a different message now - one of urgency and needs to be addressed. Suddenly, Liz was a bit frightened as she faced this new exploit. Then, she felt Clancey's lips on hers again. . .

This time, there would be no limits to their passions and they kissed like never before! Their tongues met and clashed as two knights together in battle. Clancey's hand reached for her still clothed breast and he felt a charge of lusty sensation as his hand fell over her soft tit .

Then, when he started to unbutton her dress to expose her breasts she resisted, "Don't take it off. The kids might walk in.

"How can we play if I don't get that dress off"

"Be creative! Unbutton one button; reach in and under my bra!"

"How's this" Clancey asked as his hand reached under her bra and began lightly massaging her nipple."

"It's been a long time," Liz answered as she adjusted to enjoy the sensations emanating from her breasts, "I'd forgotten how good it feels."

Clancey, from his cramped and awkward position soon replied, "This is no good. . . not for our first time. We're not high school kids and my muscles just aren't up for it. I'l jus. . . . . but he was interrupted!

Liz said quietly,"Take off your shoes and follow me quietly," as she led him to her bedroom, "We can't make any noise. The kids are right next door." Then, she quickly shed her dress and bra, pausing briefly to observe Clancey before dropping her half slip and panties. Suddenly, she stood proudly in front of him, her body red with the blush of excitement.

Clancey had dropped his clothing so fast that he stood across the bed from her that when he looked up, he saw her nude form posed proudly for him and felt his own excitement grow. Liz noted that his cock now stood at full attention. . .ready for action and reveled in the knowledge that she had caused it.

As they crawled in to the bed, Liz felt the dampness in her vulva and her nipples stood at full erection. It'd been a long time since she'd been this close to a man but only a few minutes had passed since a man had tweaked those nipples and suckled them. . .

She was ready! Always hot blooded and passionate, she had been quick to rise to the occasion; then, once there, quick to attain her peak. Now was no different as she whispered, "Do it to me now. . .I want you in me now!. . . and quietly!"

Clancey moved to comply with her wishes. . .though he'd have preferred to play a bit first! He moved over her, applied the condom, and positioned himself between her widely splayed knees with his lips only a couple inches from hers. Then, his cock began to feel around her vestibule for its target, , , ,

"Are you sure about this," he whispered

"Yes. Are you"


It wasn't Clancey who cried out in erotic joy when his cock slid slowly into her warm, wet, velvety smooth love channel. "OOHHhhooo Yyaaaah" echoed in the room.

It was immediately good sex as Clancey was a sensitive and considerate lover who genuinely wanted to please his lover. . . His eyes were constantly adoring her and making her feel important as he kissed and loved her with his lips on hers. Best of all, the two collaborated perfectly in their coitus as they developed the best rhythm between them.

Even as they attempted to carry out their act quietly, they were too excited, too passionate and too much involved and were soon talking to one another. . .then talking in wild exciting, breathless phrases and the bed creaked and groaned as they moved together. Finally, Liz simply gave up trying! They fucked hard and well!

Clancey had hardly gotten himself fully embedded into her vagina when he felt her rise to her orgasm. He rode her slowly through it and as she rose to her passionate zenith; then descended into her nadir before ascending to her next orgasm. Liz, true to her usual manner, had peaked quickly.

Then, in the calm between her highs, they had intercourse with their eyes and fingers and lips as they engaged in intimate play. Minutes later, Liz's passions were rising to another zenith. . . this one higher and more powerful than the first!

It had been a long time but Clancey couldn't remember his ex-wife ever having been so passionate . . .so cooperative and willing yet! This woman, Liz, his friend and fiancee, was, he decided, one hell of a lover!

As Liz put forth her maximum effort, she poured her frustrations and needs and desires through her heart and mind into her vagina, where they were destroyed by the sensations emanating therefrom. She was free and relaxed and in love.

Of course, with their actions as passionately charged as they were, their coitus was bound to be short lived. It was as as Liz was approaching her third peak that Clancey felt it. . .He was gonna come. . .

It was a wild ending as they cried out and thrashed about and kissed and came together for the deepest penetration yet.

Then, it was over and quiet returned as they lay in a lover's embrace, still joined by Clancey's now flaccid cock. Each lay enjoying their incredible intimacy and resting comfortably together as sleep overtook them.

When Clancey left her bed at five o'clock in the morning and returned to his own bed a few miles away the children had slept soundly through it all.

That afternoon, Clancey came and brought pizza and soft drinks for a party. Then, aftger the gala little kids party, Liz brought her kids to family council where she told them that Clancey had asked her to marry him and she'd like to have all her family's approval before the married.

The two youngest simply shouted ,"Yes!" and the older asked her if it was really what she wanted or was it a form of economic security. Faced with the question, the mother replied, "I love him and I want to be with him and I'd like you to think of him as a substitute father - a man you can turn to with man problems as you grow up."

"If that's what you want mom, you've got it!"

Then, having full agreement, she called to Clancey, waiting in his car just outside, and asked him to come in and join their family council as head of the family.

Later that night, as they were preparing for bed, the oldest son started for his room, turned and said, "Goodnight Mom. . .Good Night Dad!"