My live-in girlfriend, Evie, moved out about 5 weeks ago and ever
since, my divorced little sister, Sugar (a name we called her
when she was a baby, she hates Cecelia, her given name) has been
keeping tabs on me so I won't get depressed.
In truth, I haven't missed Evie. She spent the last 6 months
throwing hints about a ring and marriage while finishing each
subtlety with, "not that I'm unhappy the way we are."

I didn't need marriage, we were happy, we paid all the bills, had
a lot of nice things and a house, had great sex, shared lots of
friends and even tried to have a baby for a year or so before we
found out that she might have to have IVF like her sisters did to
conceive. While I really did think she would come back, she
called a week ago and said we had to divide up some things. We
agreed to split the checking and savings even (we hadn't touched
either since she left) and she claimed the stair-master,
treadmill, one of the flat screens, a laptop, and would keep her
phone for the duration of the "family" contract. We always put
all of our money into one pot to pay bills so we totaled all the
actual house payments made, 16, and I agreed to pay her the
equivalent of the principle that would be paid on the middle 16
payments of the 20 year loan.

She claimed a few appliances and didn't want any furniture except
for a patio set her Dad built for us. We finished our
"negotiations" by her telling me she still loved me, but she was
29 (I'm 30) and wanted to stabilize her future and I wasn't
apparently interested in that. I protested that assumption
leaning back on the "what's wrong with what we had" theory, but
she had her mind made up. She asked if she could come over at a
time I wasn't there to get her things, and promised no hanky
panky, she would just take what we agreed on. I told her that if
she took more I would deduct it from the check for her share of
the house she paid. She told me not to worry and that after she
got the check she would sign a legal document absolving her, and
me, from any future monetary encumbrance and show proof that we
both closed all of our joint bank accounts and credit cards.

The line she repeated a few times was, "If we part as friends and
have no qualms, we might be able to get together again without
any fear of angst or mistrust. After all, I still love you. Not
wanting you there when I come is my assurance I won't end up in
bed with you, because I miss you so." and I assured her I could
do that. She would hate me if she knew, but I had a friend
watching the house to be sure it wasn't being emptied, I'm not
THAT gullible.

So, to give Evie time this past Sunday, Sugar and I went up to
the local Apple farm and restaurant to get apples, pies, cider
donuts, and lunch. The line was long as we decided on what to get
and when I made my way up to the counter to pay, assuming my
shorter blond sister in her red Oklahoma Sooners sweat shirt, was
beside me. (we're often mistaken for husband and wife since Sugar
is an affectionate sister, often holding my arm, and kissing my
cheek if I do something nice for her). As the clerk behind the
counter laid the charge board in from of me with the slip and my
card she said "please sign here Mr. Huxley Warner the THIRD",
talking like she thought it was a hoity-toity name. While my
sister was named after her Grandmother, I was named after my
Grandfather AND my father. All through grade school I was just
Huck and then when I became somewhat of a local football star in
High School and for a bit in college I was known as "Trey", as in
"the third". My Dad had been a local sports hero of sorts and I
wanted my own identification.

So, as she handed me the slip to sign, my sister put out two $20
bills and I pushed her hands back saying, "I got this Sugar."

She chuckled and I turned to see it was NOT my sister, but a
woman about the same size with a red Ohio State sweatshirt on. I
was embarrassed and just said I was "sorry but, she looked just
like Sugar."

"I can be your Sugar if you like", the older woman said, "I'm
single. If you have a brother who's looking tell them you found
someone who resembles your wife for them." I just smiled and
nodded looking behind her to see Sugar having a good time with my
embarrassment. We went and found our table and waited for our
number to be called to pick up our tray. I decided to wander
about the place to check out the homemade condiments, jams, and
pickles. I ran into the lady in the Buckeye sweatshirt a few more
times while browsing, like she was following me. When our number
was called I went to meet Sugar at the table with our tray and
she was conversing with the Buckeye lady. She peeled off as I got
there, but not before she smiled at me.

"What did she want?" I asked.

"Oh, she just wanted to say she was sorry if I thought she was
flirting with you when she said she could be "your sugar". I told
her I was your sister, not your wife and then she got called for
her tray as well. Her name is Babs if you're interested."

"Ummm, not quite. Babs is a name for a girl in high school, where
she may have been when I was in kindergarten. She has to be 55 or
60." I said shaking my head.

As we ate Babs came by our table with her tray and nodded to
Sugar as she passed. I couldn't help but notice as she walked by
that she quite a nice ass, poured into designer jeans. I saw her
sit down with what must have been her son, about 19 or 20. Her
hair was perfectly coiffed and she was dressed quite well after
she took off the Buckeye zippered hoodie. As she peeled back the
hoodie off her shoulders to go over the back of the chair her
chest was thrown out there and again I was surprised to see she
had a nice breast line. Too bad her face showed the age her body
denied.


Sugar and I talked, she asking me if the day was bittersweet
knowing when I got home all of Evies things would be gone. I told
her I really hadn't missed her yet and was enjoying being a
bachelor at the time. Sugar didn't believe me.

"You're going to tell me that you're not getting laid and you're
happy with it. I was feeling sorry for you and was going to
volunteer a blow-job. What are sisters for?" She joked.

"You're a sick ticket Sugar. Don't even joke about that!" I
scolded her, not even believing she said it.

"Don't worry, I'm keeping my skills in practice since I left
Tony. I was afraid I might have to keep sharp with you, once Evie
left." She continued the tease, chuckling.

"More information than I needed Sugar. Our sex lives are off
limits, even for family."

"Oh grow up Huck. We all need sex and you must be getting
something. I have a couple volunteers." She said.

"Well, I don't.  I have more self control than that." I said as
Babs walked by and must have heard the last few comments judging
by the smirk on her face.

Sugar was even a little embarrassed knowing she spoke loud enough
for "Babs" to hear. She leaned up and said, "That college kid
next door comes over to help me out some times, and we hooked up
a little. No harm."

"You just be careful."  I warned her as Babs came by, quickly
this time with a hand full of paper towels, she had a spill at
her table.

I watched her bend over the table and wipe it dry as her son
watched. God, she had a nice ass and she was really showing it to
me, bent over like that. She quickly turned to see if she caught
me, and she knew she had. I averted my eyes, but I knew I was
caught. She came by again to dispose of the towels and smiled at
me.

"I think she likes you Huck" Sugar kidded as I told her we should
go and get the apples and stuff.

Outside there wasn't another Babs sighting and we sort of forgot
about her by the time we got what we wanted, stocking up for the
fall.

When I got home Sugar came in with me to check out what Evie had
taken, and true to her word, she just took what she said and left
me a nice note, repeating that she loved me, but couldn't cope
with the situation as it was. Sugar read the note after me and
looked to me.

"Are you THAT dead set against marriage that you'll throw her
away? She's smart and good looking too." She asked, quite
seriously.

"You don't see her and live with her like I did. When she didn't
get her way she whined until she did or until I put my foot down
and let her know she was NOT getting her way. Then she pouted for
2 days.  But she wouldn't put the engagement ring and wedding
thing away. I was never mean to her, and gave her HER way more
than not. You know I spoiled her and you scolded me for it as
well." I said defending myself.

"Well, you would know Huck. I just wanted you to know what you
were giving away."

"I'm not giving away anything; she's the one who left giving me
an ultimatum. That's bribery of sorts. You got married and look
what it got you, heartache. We were happy as we were, then she
had to ruin it. Plain and simple." I explained.

"I suppose you're right big brother. Call me next week. Maybe we
can catch a movie some night, or I can make dinner." Sugar said
as she let the screen door slam and she walked to her car.

"GOD!", I thought to myself. "I've seen her more in the past 3
weeks than in the past 3 years. I hope she doesn't think I would
hurt myself over this. I kind of like being on my own for a bit,
even though beating off is getting a little old."

I saw there was a playoff baseball game on in 15 minutes so I
took a quick shower and threw on some clean sweats to sit and
relax. I got a beer and a handful of Pringles and settled in to
watch. After a few innings I dozed and woke up to the phone
ringing.

"Hello?"

"Hi there Mr. Huxley. I thought if you liked my ass so much in
the jeans you might like it more out of them." A woman's voice
said.

"Who the hell is this?"

"Think about for a little while and I'll call you later." She
said and hung up.

I checked the caller ID and it only said  PRIVATE CALLER.

I was awakened from a sound sleep and I was still in a fog as I
sat in the chair wondering what just happened. Nobody calls me
Huxley, let alone Mr. Huxley and I still hadn't comprehended what
she meant. Shaking off the cobwebs I tried to think of any women
I had met or admired openly lately. I thought of a chick at work,
the second receptionist, who worked at the desk in front of me.
Once calls got past the front desk, she screened them down and
had this habit of standing to be seen over the high front of her
catch-all shelf and looking directly at the person she buzzed to
get their facial expression as she intercomed like "Bob, a Mr
Jones on line 3, can you take it?"

She had apologized a couple weeks ago for constantly standing in
front of me and I told her, with a smirk, I liked the view, but
she seemed to laugh it off and I think she liked the attention,
always a little tease. (I don't screw around at work - don't shit
where you eat) But I thought she never wore jeans to work and
then it hit me. JEANS! - Babs the Buckeye!! But how did she get
my name?

Had my sister told her my name? "No, not possible," I thought as
I sat back in my chair to piece the day together and it hit me,
"The damn clerk, acting the part of the snotty bitch,
sing-songing my name to emphasize THE THIRD." Babs was standing
right beside me, with me thinking it was Sugar. She had flirted
openly with me and told Sugar she was single and wondered if I
had a brother who might like someone resembling Sugar.

"Wait!" I thought, "Was I that overt in my ogling of her ass that
she thought I was interested? Jeepers I was just looking! I look
in the lobster tank at the grocery store but I don't buy them
often. She has to get over herself."

I got back into the game and 15 minutes later the phone rang
again with PRIVATE CALLER on the caller ID.

"Hello Babs," I said, "Why are you calling me?"

"I got from your conversation with your sister that you might
need some companionship, now with your girlfriend gone." Babs
said. "And I couldn't help but notice you admiring my posterior."

"You know I look at butts all of the time, yours was just another
one. Don't get all up on yourself." I said snottily.

`You checked out my tits too. It's why I took off the sweatshirt.
They look good in that cotton top, don't you think? . . .and
that's without a bra." She replied confidently.

"I'm not actively looking for a girlfriend; I'm thinking you're
misunderstanding the situation." I said hoping to get her off my
phone.

"Listen HUXLEY, get over yourself. I know your about 25 years
younger than me and the brother I hoped you would pitch me too
would be an OLDER brother. However, I haven't been laid in a long
while, just like you. We could help each other out here. I think
a play date is in order." She said finishing in a soft tone that
somehow got to me and my libido. As George Costanza once said "it
moved." and she had me interested.

"Listen Babs, my friends call me Trey."

"Oh? So now I'm a friend?"

"If you want a chance of being one, call me Trey."

"So suddenly the idea of a play-date, emphasis on the PLAY part,
sounds good to you."

She was getting a little too much of control of this so I decided
to put her in her place and see if she could take the abuse or
run away mad.

"Umm, a play date might be fun if I could get over the idea of it
being like I was fucking my mother."

The phone went silent and I was sure the line would go dead but
she had just hesitated.

"I doubt if your mother works as hard as me to keep my body in
shape. I don't sag where other 50 somethings do, and this is all
me, no surgery, no enhancements. I just love sex and want to keep
as sharp as I can. I've been single for a long time and not many
men get a chance to get in my pants. You're just special. I'd
love to show you how well I uh...play. It's been quite a while,
but I bet I still have skills. Is your mother that well
practiced?"

"I said that to hurt you and scare you away. I'm sorry. My Mother
is dead for a few years now. Let's not go there anymore." I said
sorry I brought it up.

"You aren't going to scare me away. I'm trying to seduce you,
REMEMBER?"

"But exactly why?" I wondered.

"When you said, "I'll get this Sugar" it was the first time
anyone said anything with affection to me in years, even though
it wasn't meant for me. I would have stripped and let you have
your way with me right there, if you wanted. I spend a lot of
time in the gym, School Board meetings, doing what I can to keep
my son out of trouble and in college that I don't have time for
the kind of fun I plan to have when he finally goes away to
finish his degree. I'm getting pretty bored with my friends Buzz
and Bunny. I'd like to be with a real man for once in a long
time, instead of a fantasy. By the way, you are a REAL MAN. You
smelled so good and were so handsome that I spilled a soda
gawking at you, you just didn't catch me."

"This is all too weird, all too easy. You just want me for a sex
toy like Buzz and Bunny."

"Listen, uh . . Trey. I'm not going to beg you. It just sounded
from the information I gathered that you might be in need of some
lady companionship and after you made my made my sap run, you're
all I've thought about. Spending time with a vibrator and a
Rabbit  may not do the trick this time. I know from your address
in the phonebook you don't live too far. I could be there in 20
minutes."

"Why couldn't I go to your place?" I asked to turn the tables on
her.

"Because even if I snuck you into the house with my son here, he
would hear the screaming I plan on doing and interrupt his
college studies." She then quickly changed the subject, "Did I
tell you I like to be spanked?" She added for shock value, I
suppose.

"Are you in the phone book?" I asked seeking tit for tat.

"Yes, I am. Barbara Sennert, 2344 Mohawk Drive."

"If you're in the phone book, why does it show PRIVATE CALLER in
the ID?"

"I'm on my cell phone." She said as I picked up the phone book
and looked her up.

"If you came over are you going to spend the night? I have to
work early tomorrow." I asked stalling for time as I took out my
cell and dialed the number in the phone book.

"Hang on, my other phone is ringing. It might be important I'm on
the school board and we have an issue currently." She said as I
heard her set her cell phone down.

With my cell phone to my ear I heard her semi-sultry voice say,
"Hello PRIVATE CALLER, can I guess who it is?" followed by a
giggle.
"Just checking the facts, Babs, just the facts." I said hanging
that phone up.

"So you know where I live and my phone number, that I'm on the
school board, you can check that too."  (I already was, that
Google is a wonderful thing) "Can we cut out the dance and just
tell me if I'm going to be with a real man tonight or not." She
said giving me the ultimatum.

"I'll tell you what, give me your cell number and let me call you
in 10 minutes." I proposed wanting a few more minutes to check
her out.

There was a long silence and then she said "10 minutes, that's
it. After that I'm oiling up the toys and you're jerking off. The
number is 555-5555. 10 minutes!"

With my job I had a connection to DMV and Vermont State Tax and a
credit bureau link to boot. I just wanted to be sure I was
dealing with what it sounded like. I worked in Collections,
Repossessions, and Unclaimed Funds for a national concern and we
cooperated with many states, sharing information, so if she was
legit, I would find out quickly.

She was who she said she was, had been divorced for 20 years and
had sued her ex for child support 15 years ago, but he
disappeared from the state to a state where they won't go after
him. She was on the town school board and worked as an executive
assistant for the state assessor's office. Oh, and her "fifty
something" turns 60 in a week

I didn't believe it, but I was going to call her back! I dialed
her number and she answered on the first ring.

"So, I passed all of your little tests? I knew I would. I'm on my
way over. I `m halfway there." She said without saying hello.

"You're confident." I said trying not to show any excitement.

"I saw the way you looked at my ass. See you in a few." She said
and then hung up.

I couldn't believe I was sending out for sex, or had I just been
picked up by phone? I have been propositioned in bars before, but
never so blatantly. I suppose there was no easy way for her to
pussy foot around what she wanted. Suddenly I was nervous. I
hadn't been with any other woman but Evie for probably 5 years.
Evie was shaved, nice firm tits, loved to give head, get head and
even asked for it in the pooper every once in a while. We were
good for 2 or 3 times a week and never really got bored with any
of it. Even just a few weeks before she left, the week the
Drive-Ins closed for the season we went and saw a double feature,
"What to Expect When You're Expecting" and "The Five Year
Engagement". Midway through the second movie as we were cuddled
in the front seat she turned and whispered "This is kind of
boring, I'm gonna suck your dick", and did. We WERE GOOD
together. She was just getting pressure from her mother or
sisters to tie me down. I didn't NEED tying down, I wasn't GOING
anywhere.

I heard a car pull up in the front and a little chill ran up and
down my spine. Fear of the unknown I guess. I heard her shoes
clunking up the wooden steps and the screen door open and a knock
on the little window at the top of the door.

I went and opened it, bravely, to find Babs, in her Ohio Buckeyes
hoodie and designer jeans.

"Hi Trey, thanks for seeing me." She said very business-like.
"I'm sure we'll have a good time and do each other a lot of good.
I know I look the dressed same as before, but I've showered and
changed everything else but the hoodie and the jeans. I'm
assuming you've showered as well and with all the formalities and
awkward questions out of the way, can we go and sit down to talk
a bit?"

"You talk like you do this all the time." I said to catch her off
guard.

"No, I've never done this," she said with her bottom lip
trembling,"why do you think I'm so fucking scared. I'm not as
brave and bold as I was on the phone. I barely know why I'm here.
It all seemed like a good idea then, now I do have cold feet. I
haven't had an affair in years." She said honestly.

"I had a chill run up and down my spine when I realized you were
here myself, so I guess we're both going to be awkward." I said
to ease her as we walked to my living room and she sat on the
sofa and I sat beside her.

"Second thoughts?" I asked.

"No, not really, when I went to knock on the door I told myself,
"you're doing this, you made the commitment". I just don't know
where to start. Ummm, I know I don't have a young and pretty
face. I had a spell of Bells Palsy and they tried to cure it with
steroids. It worked but I lost my pretty face. I hate to think
it's why my husband left, but . . ."

"Babs, don't make excuses for yourself. You have a beautiful body
and none of us keep our looks forever. My hairlines receding and
I've got crow's fee already,  so. . . ."

We were both at a loss for words and finally I thought to myself
what I used to say when I was dating a girl in high school and
unsure where to go next  as we parked in front of her house,
"fish or cut bait". I moved up close to her and put an arm around
her and got real close to her face.

"I can see you were a very pretty woman and you still have great
features up close Babs, may I kiss you?" I said wishing I hadn't
said any of that, sounding so corny, but she smiled and said,
"Yes, I'd like that."

Her lips were soft and it felt real good, I kissed her a few more
times, looking in her eyes each time. I sat back a bit and she
giggled like a young girl on her first date. "Look at us, so
brave and cocky on the phone and now, . . . . . each afraid to
make the next move. Kiss me again. By God, we've broken the ice."

I kissed her again and again and soon we opened our mouths and
our tongues went crazy like two people mad in love. I eventually
had her slide down to her back and I sort of nudged in beside her
so I could rest my hand on her stomach and ever so slowly creep
up to her breasts.
They were so soft, so pliant, and different than the young flesh
I was used to but she cooed in my mouth as I felt them through
her thin bra. I pushed her shirt up and pushed the bra back and
my mouth left hers for the first time in 5 minutes. Her tits were
firm, but not in the sense of a young woman. I'm sure when she
stood they didn't fall but they were so pleasant to feel and the
breaths she drew as I suckled and squeezed them told me she was
so grateful to have them treated like this.

"Oh God," She said with a deep quiver in her voice, "I haven't
been wooed like this, loved like this, as far as I can remember.
If I had an affair I just pulled my dress up."

"Shhhh, this is now and we needn't know anything else. You feel
incredible and I can't wait to taste you, savor you, and fuck
you." I said as she trembled once again, like she had just had an
orgasm, and perhaps she did.

Here I thought a seasoned bed hopper was going to come over and
run over me leaving me dripping cum while she sped away to her
next encounter, and in reality she came over in hopes someone
would treat her the way she's always wanted to be treated but was
afraid to ask for. Almost 60 and a neophyte at seducing or being
seduced

As I played with and nipped at her wonderful boobs I began to run
a hand over her belly. It was flat, but again, her skin and the
flesh below was very soft, pliant, but seemingly taut and
somewhat muscled underneath. She had no paunch, even when she
stood, for almost 60, I must say she was pretty solid. When she
sucked her breath in and had a catch in her breath I saw her
belly pull away from the waist on her jeans. I watched and waited
for a chance to slip my hand into that waist, and it came when I
pinched the nipple I had just let go. My hand went into her pants
and over the little silk panty she wore. The crotch was soaking
wet to my hand and I could feel a well trimmed bush. I got my
middle finger in the groove of her pussy, through her panty and
moved my head back up to suckle her again.

Her hips bucked like she was going to tell me to stop, but she
sat up quickly saying "Isn't there a bed we can move to? I want
to get out of my clothes".

I stood up and offered her a hand that she took and wrapped her
other arm around my arm as I led her to the bedroom. Once inside
she let go of me and pushed the shirt the rest of the way off
over her head and then reached down between her breasts and
unhooked the bra. In the soft ambient light from the living room
she was a beauty.

I just looked at how pretty she was in the light but she looked
up to me and waved her finger up and down, "You too, get
undressed." She said as she unbuckled her jeans and pushed then
down her legs. They were snug but they came right off, leaving
her in a little panty, the crotch soaked.

I untied the waist on my sweats and they fell to the floor, I
wasn't wearing underwear. I pulled off my jersey top as she
pushed her underwear down, and we were both nude.

I smiled at her and she did a little pirouette. "What do you
think?" She said as she paused so I could get a good look at her
ass.

"You're proud of that ass, and you should be. It's perfect."

"It was starting to look like an old lady ass and I
stair-mastered, rowed and ran to get it back to where it was. I
want to wear stylish clothes and have men look at me. Today was
the first day I wore those jeans."

I walked over to her and kissed her mouth while wrapping my arms
around her and filling my hands with that supple butt. It was a
great ass. I squeezed and juggled her cheeks and paused to give
her a good hard slap on one side and then the other.

"Oow! You remembered I said that. I haven't been spanked like
that in 10 years, . . more . .  and I still love it, the sting,
the heat it brings. She said as I followed the first two with two
more.

"Ooww! Oh, that's so nice, but save some for later." She said as
I backed her to the bed and she sat down.

I knelt between her legs and parted them a bit lifting them to
tip her to her back. Her pussy was trimmed close, but very neat,
obviously spending a lot of time with it. She was rife with sweet
smelling dew that I lapped up as she swooned loudly. I pushed her
legs further apart and really got into her sweetness. When I
lapped up to her clit, it was a hard nubbin, not the biggest I
ever saw, but most prominent. In the low light it looked like a
little dick peeking out of a foreskin. I got my lips around it
and sucked for all I had while running my tongue over it. She
bucked hard under me but I stayed on that little bronco, never
letting it out of my mouth until I sunk low on my haunches and
spread her open to lick her asshole. She jumped again, and then
moaned as I continued to run my tongue over it.

"Oh that feels so nice, I've never had that before." She
whispered loudly as I licked her more there before moving back up
to her honeypot. There was plenty of spit and her own juices for
me to get a finger up that pretty little round hole as she jumped
under me again.

"Oh God, that's new too. Where have you been all my life?" She
said before almost growling out loud as I pushed up her rear as
far as I could and sucked her clit between my lips. Her breath
caught for a long time and I took my finger out of her and
released the pressure on her clit. She barked out a big ball of
air.

"Oh my God, Oh my God! Don't touch it anymore, I'm raw!" She
shouted as she forced herself back up to a sitting position and I
stood up.

Where she sat and where I stood put my crotch just below her eye
level. She looked down at it and then into my eyes.

"What do you like?"
"Whatever pleases you." I answered softly.

She brought one of her soft tiny hands under my balls and fumbled
them and I saw she was getting teary eyed.

"Is this hard for you, Babs?"

"My husband used his hand on the back of head to show me what he
liked." She said obviously upset at the memory.

"Do what YOU like and if you don't like it at all, we can skip
it." I said trying to be understanding, even though my cock
wanted oral relief, badly!

"NO, No you need the attention and after how happy you made me
this way, I want to. I've just never been on my own, I guess you
could say." She said as she leaned up and over me and I felt a
little kiss on the head.

She brought her fingers up to run over the tip of the head, I
think to gather some precum. She looked up at me and licked off
the two fingers and then put them back on the tip to roll them
over and over it as she looked into my eyes. Then she leaned over
it again and kissed the tip more fully now, opening her lips
until she closed her mouth over the head, closed her lips tightly
 and drew them off, only to repeat that motion a few more times.
I stood with my hands on my hips and groaned loudly as she
relieved some of the pressure on the blood filled tip.

"God that feels sooo good Babs. Your mouth is so soft, warm, and
tender." I said as I shuddered, it felt so good.

She pulled off again and looked up at me to see if my words were
sincere to my expression and she knew it was. She put it back in
her mouth, this time moving her head down lower onto me and she
began to go up and down. Where at first she was tense, she now
seemed more relaxed as she got into it more. Then she pulled her
head off and I thought she was going to ask me to fuck her, but
she put a flat hand on my belly and pushed me back a step as she
fell to her knees. She put one hand on my ass and the other
around my shaft and moved her lips over me again, moving 3
tightened fingers around the shaft just in front of her lips.
Just a few minutes of this had me brewing, panting, and wanting
more.

"Unless you want a big surpsise, you better ease up." I said as I
touched her cheek.

She immediately stopped and stood up to kiss me flush on the
mouth, her lips soft an slobbery, but, oh so sexy. She took my
hand and turned to the bed and lay on her back, pulling me now
with both hands on top of her. She spread her legs and I fit
right into and slid right into her as she howled a shriek of
delight and wrapped her arms around me.

"A real man deep inside of me! I never thought I would feel this
again. I knew I still had it all." She said as if was the only
thing in life she craved.

I smiled down at her and asked, "Still had what?"

"When I was young, men clamored to be with me wanting me as I
flaunted my charms. I knew if I got my body back someone would
want me."

"Babs, if I made you prove to yourself that you're desirable, I'm
happy. Your pussy feels so nice around me and I'm going to fuck
you just how you want it." I said as I began to plow in and out
of her.

As I really got going on her while hugging my head to hers I
wanted longer strokes so I pushed myself up as she raised her
knees up. I put a hand on the back of either of her thighs and
bent her into a Vee and began to thrust on her as her face turned
brilliant red and her mouth went to an O and she sort of froze as
I felt her going a bit rigid.

Suddenly she shrieked like she was being stuck with a hot poker
and her legs shook and suddenly she began to lift her ass off the
bed to meet my thrusts and growl and groan as I fucked this woman
who needed a man so badly.

"Fuck me, fuck me, FUCK ME!" she yelled through a hoarse voice
that must have hurt it was so forceful and insistant.

Suddenly I pulled from her causing a huge look of disappointment
before she realized I was turning her over. If I thought she had
a nice ass in those jeans, the ass that was spread and opened
before me, centered with a dripping pussy, was the most inviting
I might ever see. I lined up my cock to plow into her as her
shoulders dropped to the bed and she almost most preened like a
jungle animal showing her sex. My cock was drawn to her wet slit
and I went right in as if homed electronically.

The slam of my hips to that beautiful ass rang in the room as she
answered every thrust with a thankful shout of glee. I held a
cheek in either hand when I pulled one off and slapped it down
hard ringing a loud crack. She shrieked louder as I smacked that
beautiful fleshy globe 4 more times in a row, only to grab it
solidly so I could land 5 quick blows to the other. He ass was
red as a cherry and she was breathlessly cumming, at least twice
in a row.

The only think that kept me from cumming was studying this woman,
who hadn't had sex in so long, enjoy herself. When I thought she
was through I applied two more hard smacks to each side of her
ass and then grabbed each cheek to bring myself home. That's when
I looked down in the ambient light to see on each backstroke her
little virgin asshole sitting wide open. I wouldn't even try to
fuck her there, at least not tonight, but I wanted the reaction
of my thick middle finger going in there to give her a taste of
what she might have missed in her first 50 years.

Pulling one hand from her ass I stuck my middle finger deep into
my salivating mouth to wet it and push it quickly and deftly
right up her ass until the knuckles of my hand rested in her
crease. She pushed back hard to feel as much as I could press
into her almost stopping my hips from thrusting. Her head,
resting on her forearms was lifted now and almost unintelligible
sounds came out of her mouth until I withdrew my finger and began
to ride her home for my orgasm.

"Where do you want my cum, Babs? Where do you want my cum?" I
hollered knowing I was close.

"On my belly, on my tits!" She shouted pulling forward and
turning fast. I straddled her and aimed for her tits, but I was a
geyser and hit her right in the face with two watery blasts as
she closed her eyes and opened her mouth to protest and my first
real cum went halfway in her mouth and half on her chin. She
choked and covered her mouth as I drenched her tits with my huge
load. She uncovered her face as she felt my warm seed drip on her
belly now as she tried to work the cum from her mouth but it must
have went back so far she couldn't retrieve it, so now she was
just swallowing and tasting.

"It's so sexy when a woman eats my cum." I said wishing I hadn't,
it sounds so sexist.

She half smiled and looked right to my dripping drooping cock and
she reached for it with a pulling motion that caused me to move
up her body as she craned her neck seeming to want to get her
mouth on me. I didn't think this was something she did in her
marriage life, but she put her mouth around me as I sat up, my
balls between her lovely tits and pushed my cock all the way
inside her mouth. She made a face at the taste, but she was
reacting to my comment on "eating cum". She drew her head back
and I retreated a bit as he took me in her hand and squeezed a
pearl of cum out and she wiped her tongue over me.

"Did you like that, was that sexy?" She asked and I rolled my
eyes in response.

We sat quietly like that, me on her chest, my cock resting just
below her chin, for a few minutes until we caught our breaths. As
she tried to pull herself from in under me I swung off and she
asked where the bathroom was. I pointed to the dark corner of the
room and she made her way to the half open door and clicked on
the light. I watched her as she stood over the sink washing her
hands and then taking handfuls of water to splash on her face. If
not for the face that gave away her years, that body could have
been a thirty something. Watching her move as she splashed the
water and then took a towel to wipe her face, she was exquisite.
I was even stirring in my loins, I had to tell her.

"You're really quite exquisite, a tender lover, and a catch for
any man who might try to be with you." I said as I grabbed my
cock to feel how firm I was getting.

She turned and looked at me with a sullen look. "Not ANY man, not
you, or any younger man. I know you're aware of how old I am. I'm
twice your age and even if we fell in love,  . . . in 5 years I
would begin to dry up and you would look elsewhere and I wouldn't
blame you. Do you think I could find a man whose virile enough to
do what you did tonight? Not likely. Once my son moves out and
transfers to USC next semester I'll be able to entertain a man or
two at home, maybe even keep a lover, but I won't find one like
you. I wasted my best years with a shithead husband who got me
pregnant when I was 39 and left me. Tonight I realized how much I
liked having a man in my mouth, but I hated it with him." She
said as she began to fix her hair in the mirror and tell me her
story rather off-handedly. "He would hold my head by the hair and
screw my mouth until he got close and then pull out and shoot in
my face calling me his little whore. Then once I got so big I
couldn't even kneel to do that, he left me. He never saw his son,
he never cared."

Suddenly I felt uncomfortable, but I had to go over and comfort
her. I came up behind her to hug her, but she tried to pull away.

"Come on Babs, don't dwell on what happened that you can't
change. We just had a wonderful night and there's no reason you
can't have a lot more of them."  I reasoned.

"With you? I don't mean as boyfriend and girlfriend. I don't want
to saddle you with that." She asked.

"Yes, I'd love to spend more times like this, but let's wait and
see how we feel tomorrow and the next day. I'm a little afraid
you may hate yourself in the morning." I warned her.

"No, that won't be. I've dreamt of this night for a long time,
once I got a look at myself in the mirror and saw how nice I
looked. I was going to get a man to pay attention to me again.
You applied for the job with your eyes. I'm sorry I stalked you,
but I'm glad on how it turned out. If I can keep up with you, I
can keep up with anyone." She said finishing her little sob
session as she leaned with her hands on the sink.

Just then I became "interested" enough that my cock moved between
those beautiful cheeks. I put a hand on her back to insinuate her
to lean forward farther.

"You want me again?"

"Well, the ummm . . . third person in the room seems to be quite
interested." I said with a chuckle.

She separated her legs a bit and I went right into her. She
grunted approval as she rested her elbows on the sink. I reached
around her and took her big hanging fleshy boobs in my hand and
fingered the nipples. She shuddered and I felt her cum all over
my cock.

"Jeez, you're going to make me cum already. " I said as I felt
the process rising and I redoubled my strokes. I couldn't
remember cumming so fast, especially on the second time around.

"Do you want to cum in my mouth? You said you liked that." She
asked me looking straight in the mirror at me.

"Do you like that?" I asked getting more excited.

"I've never really done it, I've just tasted what you shot there
and what was left." She said quickly knowing by my breathing I
was close.

I backed from her and she turned and went to her knees, looked
warily at my cock, slick with her juices, and put her mouth over
it with no time to spare. I shot my little second load into her
mouth as she sucked around me.

`Ohhhh GOD, GOD! Easy! Owwww, so sensitive!" I wailed causing her
to back off quickly and hold me, looking at me with a sly grin.
She stroked me once more and a thick blob appeared on the head
and she put the whole thing in her mouth as deep as it would go
and then sucked up the shaft.

"THERE! I hope I made you as happy you made me." She said happily
before swishing her tongue around her mouth and making a funny
face as she swallowed what she collected.

I helped her to her feet and kissed her. "Do you want to shower
here before you go, or you can stay?" I sort of asked her.

"No, my son will worry if I don't come home. He thinks I went to
meet with some of the board members over a drink.

She went into the bedroom and picked up her clothes and started
to get dressed while I stepped into my sweat pants and pulled on
a tee.

"I'm not going to call you. You call me if you want to have me
come over again." She said quietly.

"You wouldn't want to go out to dinner or anything?" I asked.

"No, this should be for sex only. I don't want to get involved in
any way where we . . . you know?"

"I guess I understand. Thank you for a great night." I said
feeling a little cold about it.

"No, thank YOU! You made a woman past her prime feel like she was
in her prime. I felt like a school girl sometimes tonight as I
did things I've only heard about. It was fun and if I never see
you again and live to be 100, I'll think of this night often."
She said as she got near the door, slipping on her hoodie again.

I grabbed her arm and pulled her to kiss me as she opened the
door.

She smiled after the kiss, and I said "Good Night sugar."