Note: This story was dynamically reformatted for online reading convenience. I once had neighbors across the street who were both retired and in their lower eighties. The man was nick named "The Mayor" because he sat in his garage and watched everything happening on out street. His wife was as quiet as he was loud. She would set out in the sun on nice days and if anyone tried to talk with her John would be there to answer. There were times when people would tell John I'm talking to Louise please let her speak. Whenever I would approach Louise I would kiss her on the cheek. She seemed to have wilted underneath a loud and boisterous husband and welcomed anyone's attention. I would go over and talk with her whenever I could. John was an avid fisherman and went as often as possible. One-day John came to me and asked if I would mind checking on her after lunch as she had sprained her ankle. I told him it would be no problem. That afternoon I did go over to check on her and walked in as john had advised. She was sitting watching TV but turned the TV off when I came in. I leaned over to kiss her on the cheek but she turned her head and kissed me fully on the lips. I was surprised but did not jerk back as her lips were warm and soft. I kneeled by her chair and because her lips had been so soft and her kiss so gentle I reached out and ran my finger along her lower lip. Looking her in the eye I said `So soft' she took my finger in her mouth and licked around my finger. I withdrew my finger and looked at her questionably she told me that many nights she had laid in her bed thinking about me. I asked her what she was thinking and she said with a slight blush John has had no interest in sex in twenty years. Sometimes, she said I fantasize about you being in my bed. By this time, I had developed half an erection and could not stop staring at her soft mouth. I stood up and took my dick out and asked her do you want to touch this? She reached out her small hand and with fingers light as a feather she started stroking my dick. By now I was standing by her chair so I took my dick in hand and moved it toward her face, she leaned forward and took half my dick in her mouth. Her tongue was encircling my dick while she slides her soft lips up and down my shaft. At times she would allow her tongue to glide slowly along the sensitive underside of my dick. It was a wonderful, gentle and loving blow job and in only a few minutes my desire for relief was so great I forgot she was a frail woman and begin fucking her mouth hard even pulling her head toward my crouch. I could feel the cum building in my balls and moving down my dick, she must have felt it also as she took my balls in her hand and pushed my dick further into her mouth as I let go a series of blasts to the back of her throat. She swallowed greedily and continued to grip my dick with her lips and pull the remaining cum into her mouth. Not wanting to stop she sucked and licked until I had to push her head back to pull my limp dick from her mouth. I picked her up and she said "No please don't". She may of weighted eighty pounds as I ignored her objection and carried her across the great room into her downstairs bedroom and laid her on the bed. I had just had an orgasm and I am not one of the supermen who could have sex all day or night. However, she had been fantasying about me in her bed so I began to remove my clothes intending to just lay with her. She was embarrassed and asked me to go in the bathroom while she changed. I did and when she called my name I came out and she was in bed with the sheet pulled up to her chin. I have been with many women and I know that most women are embarrassed to be seen in the nude. I have also found that many woman believes they have a fault they would like to correct even when it's all in their mind. Louise's only problem was age and as all of us know age will take its toll on our bodies. The only problem I have with finding women unattractive is when they allow themselves to become fat. I don't fuck fat women but Louise was certainly not fat. I striped as she watched and crawled in bed beside her and lay on my side and had her turn toward me. She laid on my left arm as I pulled her body over to mine. She was only wearing a short top to cover her breasts and I knew that underneath her breast had shrunk and what was left was sagging. I held her close to me our bodies touching until I could feel the tension go out of her. I moved my right hand down and felt her pelvic bone and slowly stroked the top of her pussy. I could see her face clearly and could see just how beautiful she must have been. I watched her face as my finger probed until I found her clitoris. It was large. Large enough that I could hold it with my thumb and finger. I played with it until I could see the reaction on her face. She took hold of my dick in her hand and just held on. I lower my fingers below the clitoris and traced the outline of her pussy's lips with my finger. For her small body Louise had a large pussy which was not unusual. Even with men their dick doesn't change with age or weight. It is what it is. When I saw pleasure on her face I attempted to find her opening but she had long ago stopped lubricating so I took lotion from the bedside and rubbed it on her from her pussy to her ass. I then covered my dick with the same lubricant as it was now hard and I intended to fuck this little lady. Knowing I could take the chance of placing my two-hundred-pound body on top of her I pulled her left leg over my thigh and reaching behind her pushed her ass toward my dick until I felt my dick rubbing against her pussy. She took my dick and guided it to her opening just as she had done countless times during her life. I pushed against her opening but could not gain entry. I took more lotion and found her opening with my finger and pushed my lotion covered finger into the entrance of her vagina. Her opening was small as a teenager so I rimed her cunt with my finger making her as slick as possible. I heard a small moan and saw her eyes were closed and a look of pleasure on her face. This caused my dick to jump bumping into her large clitoris. I took her hand and put it on my dick and she again moved it to her entrance. I pushed and like a snow plow I entered her pussy slowly pushing aside the vaginal walls that had not been opened in many years. I hesitated watching her face for pain and when she showed none I pushed a little deeper. This time she gasped and I could feel her legs and butt trembling. She was having an orgasm. Watching a woman's face change expressions during sex for me is almost as good as an orgasm. Hers was changing rapidly as emotions and pleasure raced through her body seeing her reaction I was suddenly overcome with lust myself and pushed hard feeling my dick slide several inches into her tight cunt. Once more I pushed hard against her until I was fully inserted in her vagina our pubic hair and her smashed pussy lips were all that was left between our bodies. With muscles I had developed over time I made my dick jump up against the tops of her vagina. She immediately began to orgasm with little grunts, gasps and moans as if it would be un-lady like to be loud. I could see her eyes flutter and the small wrinkles around her mouth and eyes seem to disappear. I continued to move my dick until her orgasm dissipated. Then I felt her pussy contract around my dick and try to pull it in deeper. So surprised by this and already at my breaking point I could feel my dick getting larger and suddenly I began to spurt long streams of cum into the back of her vagina. I moved my dick half out and slammed it forward hard with each spurt I was hitting the back of her little cunt and each time I slammed hard against her cunt and spewed cum into the back of her tight pussy her entire body would shutter. While I was slamming my dick into her I could feel the entire length of my dick in her cunt's tight grip. Her head was thrown back, her eyes wide open but unseeing. When I had finished I held still my dick fully planted in her while she continued fucking her pussy on my dick. Slowly we came back to the present. She looked at me with tears in her eyes as my dick now completely spent slid out of her pussy. I kissed her eyes and lips and told her "I love you Louise" We lay together for a time and I got dressed and left. We never repeated our love making but each time I took her hand she would smile and give me a special squeeze of her fingers as she looked in my eyes.