3 comments/ 57773 views/ 11 favorites An English Matron By: phobosuk This story is semi-autobiographical and set in the UK in the late 1980's. My other stories have been quite short. This is quite a bit longer and will run into several parts - my magnum opus so to speak. I wrote a version for another now defunct site but have redeveloped it to meet Literotica's higher standards. I hope you like it. ---------------------------------------- In my mid twenties I became a little bored with rock music and started to listen to classical music as well. By my late twenties I had started to go to go to classical music concerts in Birmingham, the biggest English city outside of London and one with a fantastic orchestra and a brilliant young conductor who now holds one of the top conducting jobs in the world. It was a little strange as none of my friends were into classical music nor did the concerts seem the place to make new friends. However I was there for the musical experience and not to make friends and picking up anyone seemed so remote that I did not even consider it. Anyway one year I got a season ticket which meant that I sat in the same seat every week. Sat next to me was an elderly matron in her late fifties or possibly early sixties. Elizabeth was quite well built, very pleasant and wore the sort of dresses that were last fashionable in the 1950's. I found her very easy to talk to before the concert and during the intervals. I did not find her especially attractive as her figure was not shown to great advantage in her old fashioned frocks, but I did and do have a fancy for older women. In the second concert she took a great deal of interest in finding out about me and my personal circumstances, almost but not quite prying. I reciprocated in part although I did not really want to know that much about her. I did find out that she lived in the city in a big house that she'd been widowed for 20 years and that her family did not live close by. By the time of the third concert we seemed to be regular companions in that she sought me out before the start and we bought each other drinks during the interval. At the end she told me how much she looked forward to the concerts and to meeting me again. By now strange thoughts were in my mind and stirrings in my loins. I had taken the opportunity by now of reappraising her figure. Elizabeth had nice shapely legs with no obvious veins or old ladies' blemishes. She had wide hips and a large somewhat sagging bosom with occasional flashes of cleavage. Her face was lined but intelligent and very sweet. Her teeth were white but imperfect enough to reassure me that they were still her own. At concert number four she kissed me on the cheek when we met and took my arm as we walked to our seats. However conversation was strictly above board no hints were dropped about what either of us were really thinking. We popped into a smart bar after the concert and continued chatting. I walked her back to her car and she enthused again about how she enjoyed my company. I suggested that the following week we meet up for dinner beforehand. Elizabeth was a little taken aback which surprised me. I don't know what move she expected. Anyway she recovered very quickly and readily and enthusiastically assented. I kissed her on the cheek and left. Dinner went off very well and we really did enjoy each other's company. During the concert she took my hand and held it. I was a little bit self conscious as the lights were not turned down very low but fortunately we were at the end of an aisle. As I walked her back to her car she asked me back for coffee. I followed her car, my heart thumping. I nearly had an accident as I was not concentrating on my driving. Elizabeth lived in a flat in a big old house. It was quite large, very nice, well furnished and as old fashioned as her dress sense. She made me coffee which I ignored and she showed me round but not the bedroom. As I followed her back into the living room she turned round in the middle and smiled at me. It was a lovely smile, the lines on her face and around her eyes enhanced her attraction to me and I put my arms around her and kissed her. She responded more passionately than I expected but no tongues. We sat on the sofa and kissed again, this time probing deeply with our tongues. I put my hand on her knee and just under her dress. As it was old fashioned it was quite loose so there was plenty of scope to stroke both knees and legs. I moved my mouth down to her neck. It was not smooth and quite wrinkly but I was not put off and very gently started nuzzling her with my lips, tongue and then teeth. I was also able from this vantage point to see down her dress but all I could see were the white of her slip and bra. I thought I would have to take this quite slowly because she got quite excited about my activities and pulled back a little embarrassed and flustered. Elizabeth talked again for a while about how long it had been since she had done anything like this. I listened to her, stroked her hand, apologised for being a little hasty but said that I was very attracted to her. We talked a bit more as I tried to get her to relax a bit. Our conversation settled into a comfortable silence and I raised her hand and kissed it. I turned to her and kissed her mouth and put my hand on her knee again. I returned to her neck and she seemed ready to go further this time moaning very softly with pleasure. I moved my lips down to the top of her breasts which were all that were showing and then back to her mouth. I eased my hand slightly further up her knees. I suspected that she had stockings and not tights but was not able to verify at this point. I looked into her eyes and she ran her fingers through my hair and then started nuzzling my neck. While she was there (and I found the experience very exciting as I always do) I took advantage of her position to move my hand off her knee and on to her left breast, holding it and lifting it up slightly. It was well upholstered and very large. She did not flinch so I moved further and undid a button and moved inside. It was softer inside and her slip was silky under my fingers as I kneaded her. She stopped nuzzling my neck and pulled slowly back but I did not remove my hands. She looked down and then looked at me. "I don't want to..." she said hesitantly. "That's OK we can go as far as you like or just sit here and talk if you want" We sat and talked a bit more. Elizabeth was worried about where all this was leading and what we would do going forward and about the huge age gap. "It's not complicated," I said. "We're just two people who enjoy each other's company and who are physically attracted to each other. Nothing else matters and let's just go with the flow" Elizabeth relaxed a little and we sat and talked. It was getting late however and I had to force the issue to go or stay. "I'd better make a move as I need to be at work early." She was quite reluctant perhaps fearing that if she let me go then she'd never see me again. "Stay awhile!" "I need sleep and I've a long way to drive back." "Sleep here...in the bed." "Are you sure? We don't have to do anything or go anywhere you don't want to. We can just cuddle." Elizabeth nodded and moved towards the bedroom. I followed. Things were a little awkward now. She went into the adjacent bathroom and I undressed down to my briefs and turned off all the lights apart from a little bed side lamp. Elizabeth came back in the room in a voluminous white nightie that revealed nothing except her bare arms. We got into bed and she put out the light. We lay there a while and I moved over for a chaste cuddle but I could feel her large breasts through her cotton night dress. I did not try anything because I knew that this would be a long game. We kissed a bit and talked some more and drifted off to sleep. I left early to get back home and go to work. She got up to see me off. She looked tired, a little embarrassed and awkward and not so sexy in the cold light of day. However I kissed her and said I'd ring her later. She looked unsure. Any way I did ring her at night and we chatted. I needed to know whether she was hung up about the age difference or just sex. To be brutally honest I could work on the first but I'd dump her if the second. I don't do chaste. "Does the age difference make it awkward for you?" I asked. "Not really." "How about love-making?" I'm sure that I could have put it more subtly but I couldn't find the words and direct is often a good approach. "I've thought about making love to you many times since we met but, well, its such a long time for me and..." Her voice trailed off uncertainly. Encouraging for me and I inferred that it really was the age difference. Well that could be remedied. She just needed to get used to the idea. I suggested that we meet again at the weekend and asked her if there was anything she fancied doing She asked if she could cook me a meal. So I showed up on Saturday. She'd certainly made an effort and was more elegant than her normal conservative dress. She wore a calf length green dress with shortish sleeves and as much cleavage as her large saggy breasts could show. I complimented her on her appearance and kissed her on the lips and then deliberately looking her full in the eye put my hands on her buttocks and caressed them. They seemed suspiciously firm. Elizabeth returned my gaze quite steadily and we kissed quite passionately. I nuzzled her neck and she put her arms around my back and stroked it. We carried on like this for some time. Then she broke off quite reluctantly to attend to dinner. Dinner was lovely and I made sure that she had at least two glasses of wine and that I did not eat too much myself as sex on a full stomach is uncomfortable. I helped with the washing up and behaved like a perfect gentleman. We returned to the living room. Elizabeth turned the lights down low and we moved to the sofa. We had always found it easy to chat and she was telling me about something I now forget. As she did so I had my left hand on her leg and started to stroke it but not too assertively. I then started telling her some stories of my own and she was laughing heartily. As the laughter died down we looked at each other and started kissing again. I got quite close to her with my left arm around her shoulders and she took my right hand in her left and squeezed it. After a while I let it go and started stroking her arm and then put my hand on her lower shoulder just above her breast. I brought my finger down and started lightly caressing her circling but not yet locating the nipple. Elizabeth looked at me. "Naughty, naughty!" she smiled and feebly tried to restrain me. I continued and she kissed me again, thrusting her tongue right into my mouth. Taking this as a green light I carried on, cupping her breast and locating the nipple with my thumb (through at least two layers of undergarment). I squeezed and tweaked ever so slightly and then more firmly. She broke off kissing and looked at me again and undid two of my shirt buttons and kissed my chest. I undid the front of her dress. She was wearing an old fashioned white slip and underneath that to my dismay was a corset! How was I supposed to get that off! I murmured how sexy corsets are but I did not mean it. Still it was progress of sorts and I continued to unbutton her dress and was rewarded by the sight of her fat white thighs in stockings held up by clips on her corset - it was that old-fashioned. Actually it was quite sexy. My cock told me so. I ran my hands up and down her thighs and up her corset and cupped and fondled her breasts. Elizabeth stopped me again and said that she'd rather do all this in the bedroom. So we went to bed and again she was in her big white nightie that came down to her calves. I was not so sure as how to proceed after the previous two false starts but I cuddled up to her and after some time gently cuddling and kissing I started stroking her bum through her nightie. She took a big step forwards when she started stroking my cock through my briefs. I was rock hard. Soon she put her hands actually down my briefs and started stroking my naked dick. This was great she was actually taking the lead and becoming quite adventurous. After a while I took them off so she had full access and this also gave me the excuse to raise her nightie so I could put my hands on her bare and quite large buttocks. I raised my hands to stroke her back and to occasionally bring one forward to touch the side of her breasts. Eventually she knelt up and took it off. I gazed at her. It was very dark but what light there was bounced of her ample white flesh. I leaned forward and put my face into her breasts which hung almost down to her belly. Her belly itself was also large and white and spilled on to her thighs as she knelt on the bed. I kissed both her breasts and then down to her belly. I would have liked to go further but now was not the time and I returned to her breasts and then rising kissed her gently on the mouth. "Oh baby!" she whispered She lay down and I put my hand between her legs and stroked her plump thighs. I worked slowly and gently for an age between her knees and her hips, straying to her bush occasionally. She stroked my hip and occasionally my buttock but did not go back to my cock. I got a little more adventurous in my attentions to her and ever so slightly her legs parted. I continued my stroking taking care not to go too far too fast. I kissed her gently and frequently and she relaxed a bit but it was difficult to tell how much she was enjoying or merely enduring this. I did not want to just lie on top and hump away while she lay back and thought of England. I started caressing other parts of her body, nuzzling and kissing her breasts. I kissed her legs all the way from her knees to her hips going close but not touching her bush. I kissed and indeed buried my face into her belly which was big but not grotesquely so and which in fact really turned me on. Back to her breasts and then her throat and neck and finally her mouth, I was now leaning over her but not on top of her. She put her arms around me inviting a closer caress and we kissed and cuddled some more. I returned to stroking between her legs. I was biologically ignorant. Perhaps women of her age stopped getting wet when aroused especially if she had not been sexually active for years. How could I find out? What should I do if it were true? I need not have worried because I did start to feel some dampness although it was obviously still early days yet. I started on her knees again, kissing both in turn and then working up her thighs moving from one to another. I kissed all around her lower belly, grazing but only fleetingly her bush and then up to her upper belly, breasts, neck and mouth. By this time she was definitely more turned on but I was conscious that she was probably very much out of practice, still quite nervous and unsure, overly aware of the age gap and had also probably never been used to anything more than a passive role in lovemaking. I did the knee to thigh kissing run again trying not to seem too mechanical but it did seem to produce some results. I would have loved to explore her bush with my tongue but tonight was really not the time for that. I did return to probe with my fingers and she was much moister now and I could now stay there and continue ever so gently. As I touched her in her most sacred place I kissed her lips gently, then a little more passionately and then gently again trying to get her to respond and discover what turned her on more. She did respond and soon I was probing her more deeply. She was still not sopping wet but I could move without friction and her kissing was getting more passionate. I eased my forefinger right into her, she tensed a little bit and then the tension eased and I moved it around a little trying to spread her juices about. I withdrew and stroked her lips and then penetrated again this time with my big finger. I stroked her clit with my thumb and tried to find her clitoral button but the little man would not yet raise his head out of the boat. I now inserted both fingers at once and the juices flowed a little more. I was now a little more rhythmical in my approach and she was definitely turned on now. I continued to search with my thumb and eventually I found what I'd been looking for. She started to move with me now and I held my fingers still but stiff and let her control the pace of events. I made sure that my thumb hovered near her button circling the area and grazing it from time to time without ever getting too forceful. She was rocking her hips now and cried out incoherently. I let her bring herself to orgasm and felt her flesh convulse around my fingers. When her orgasm had subsided, her emotions erupted and she cried and kissed me and told me how wonderful I was. I cradled her in my arms and told her how beautiful and sexy she was and she stopped crying but her emotions were still all over the place. I did not want to be selfish but I still had some unsatisfied needs. I kissed her lips and her breasts and asked her if we could go all the way. Her affection was wordless. She stroked my cock, I moved to put myself over her propping myself up with my forearms and she guided it inside her and I started slow gentle rhythmic thrusts, going the full length of my cock so that it nearly popped out a couple of times. I kissed her and she lightly scratched my back and brushed my buttock cheeks. I accelerated ever so gently and was soon humping away with gusto. She started gasping and moaning and she came again. I looked down and saw her aged lined face moving with passion. I was conscious of her large breasts lying flat and brushing my own chest as I moved. She opened her eyes and looked into mine and smiled and that smile brought me to climax as I gave one more thrust and then spilt my load into her ancient womb. I rolled off her and her emotions again poured out as she kissed me "Baby, baby, that was wonderful!" We kissed and cuddled and talked sweet nothings for quite a while before going to sleep. We were due to meet Wednesday evening for the concert but I was too horny to wait until then and we agreed to meet up on Tuesday. It was a bit inconvenient as work was very demanding and Elizabeth lived about sixty miles from where I lived. However I could not think straight and my cock dragged me willingly back sooner. So I called round on Tuesday just after 8. Elizabeth looked a lot more attractive than when she tarted herself up. She was wearing a simple woolen purplish red top and a calf length sensible navy blue pleated skirt. Her figure was shown off to better effect than the old fashioned dresses she wore. That it is to say it hung loose a bit and was not imprisoned in a corset (although she probably wore a slip) so I was properly able to gauge how ample her breasts were and the fullness of her belly. I confirmed my suspicions when we hugged and the softness of her flesh yielded to my touch. I told her so. "I'm glad your curves are on better display," I whispered when I was nuzzling her ear. We went to the sofa but instead of sitting down next two her I knelt in front of her, upright against her knees, leaning slightly forward to hold her hips. Her knees parted lightly and her skirt was loose enough to let me move forward. "On your knees!" she remarked looking at me fondly "I think a bit of Elizabeth worshiping is called for, don't you?" She laughed and I moved my hands up to cup her breasts although they were a little too large for that. She edged forward so that she was sat more on the edge of the sofa and her legs came up to rest against my thighs. We kissed long and passionately and I took full advantage of both my hands being free. I caressed her breasts through her top trying to find the nipples and get them aroused which did not take too long. I put my hands up inside and caressed them again through her slip and finally I persuaded her to take the damn thing off altogether. Elizabeth was too turned on to be embarrassed even when I leaned back to take in the view. An English Matron Ch. 02 After our second love-making session, it was not late but we agreed to go to bed. Elizabeth came out of the bathroom again in her huge white and shapeless nightie. I protested, "I love your body and need to see it and touch it unfettered". Elizabeth turned out the light and undressed and we lay side by side facing each other and caressing. My hardness started returning. She wanted to talk lovey-dovey romantic stuff for a while which I was happy to indulge. She was very contented having orgasmed three times in a week after decades of abstinence (or so she said) but she was also trying to rationalise and explain the age gap. I said that there was nothing to explain. I had always liked older women, the more voluptuous the better. If we over analysed things then we would spoil it. She started kissing me again. I think that she was just very grateful and perhaps a little bit in love rather than aroused per se. She told me how wonderful I was and what a difference I had made to her life. This was getting a little heavy for me and I guided the subject back to lovemaking in general, what she liked being done to her and what she liked doing. I judged that actually she was used to rather passive lovemaking and that she did not know or could not articulate what she liked to do. Elizabeth then proved me wrong in her actions if not her words. She raised herself on one arm and started to kiss my mouth, my shoulder and my chest. She moved to my belly and abdomen taking some time. By this time I was very hard. As she turned to face down I brought my left hand up and started to stroke her backside and between her legs. She took my cock and started to kiss and suck it. I asked her to move down and over so that she straddled me and were in a full 69 position. Her aged vulva was right in front of me and I started licking, kissing and probing with my fingers. I raised my head slightly and put my nose in side her spreading her juices all over my face. I could hear her indistinctly as her fleshy thighs were all around me soundproofing me to some extent. I found her button again and started playing with it with my tongue. It was getting quite hard to breathe so I was a bit relieved when she quivered again and started orgasming. I lapped her up and the warmth and smell overpowered me and I came as she jerked me off some of it coming in her mouth which I think may have been a novel experience for her. We cleaned up and got back into bed and kissed and cuddled before drifting off to sleep exhausted, my balls aching slightly. I met her the next evening at 6. The concert was at 8 and we had agreed to go for a meal afterwards. "I'm still getting dressed," she said leading me into the sitting room. Elizabeth was wearing a pleated grey/brown woolen skirt and a red loose woolen top covering her arms and neck and stockings (or were they tights again?). Smart but not very sexy I thought although I could see her full figure quite well. I said, "You look fully dressed to me." "Can't you guess what's missing?" she asked coquettishly. It could only be one thing. I got down on my knees, lifted up her skirt and saw only her stockings and suspender belt and her naked bush. I put my whole head and shoulders up, grasped her buttocks with my hands and started kissing her there. I thrust forward my tongue and could hear her squealing although the sound was muffled. I came out and looked up at her. Elizabeth was shocked and thrilled. She laughed out loud. I reached up and unbuttoned the skirt and she stepped out of it. She sat back on the sofa and I shuffled forwards on my knees and continued cunt lapping, paying some attention to her upper thighs but mostly on the holy of holies. Perhaps because of the lack of foreplay she took a while to come but then did so suddenly, grabbing my head and forcing it in to her, grinding her hot, wet snatch against my nose, lips and tongue. Not giving her time to pause, I whipped my dripping dick out and shoved it in her but it glided in smoothly. I charged away and came in less time it had taken her. We collapsed in each other arms, laughing and kissing. For the next couple of weeks we met regularly. Our lovemaking reached a new level as we explored each others bodies. We became more confident and adventurous and also less hurried. Her dress modified from the slightly dowdy style when I first met her to more modern and elegant while still quite conservative – no short skirts or push up bras. She never looked like mutton dressed as lamb. We dined out, went to the cinema and of course to our regular concerts. Then we went back to her place and fucked each others brains out. Then something happened that took us in a slightly different direction. Perhaps it was always going to go that way. I went along with the way things were going. I was not entirely comfortable with it but it filled some needs I had and perhaps would not have admitted to. You'll see what I mean. I had arranged to go round Elizabeth's on a Saturday evening. The part of the city that she lived was notorious for the difficulty of parking and I could not get a place. So I had to leave my car about a quarter of a mile away and walk. It had started to drizzle as I got out but the heavens opened before I had gone about a third of the way and I was caught in a torrential downpour. I legged it to her house as fast as I could but I was soaking by time she opened the door. It was mid November and chilly with it. "Oh! Do come in!" she said and led me inside. Despite my bedraggled state I noticed that she was wearing a simple white blouse and a floral print cotton skirt that swished quite a bit around her calves. I took off my shoes so as not to spoil her carpet. Fortunately her flat was very warm and dry. Elizabeth rushed off to get some towels and when she returned I was dripping all over her living room floor. She was a little impatient because she liked everything in her house to be spick and span. "You'll have to take off your wet things." I was in a bit of a quandary and under other circumstances the prospect of undressing would have been quite a turn on but I felt as if I was not in control here. Having to be naked and choosing to be so are two very different things. Elizabeth was insistent though and fussed over me firmly but good naturedly and I was soon swathed in towels but with nothing on underneath - even my briefs were damp. "I'll just pop these in the wash." "That will take too long, just dry them." "No, they've got mud on them and I'm not putting dirty clothes in my dryer!" There were some small splashes of dirty water on my jeans as I had run to her house but the rest of my clothes were clean - I had only just put them on before driving over. "I've run you a bath as well, we can't have you getting a chill," she said on her return I protested that I'd just had a shower and that I would soon dry in her warm room. "There's no point in taking any risks and besides I've already run it." I gave in as it seemed absurd to dig my heels in but I think she liked being in charge a little. I wasn't sure that this was not going to be some game in which she could come in and soap my back. In principle this would be OK but I would prefer to be in control not her. Anyway I had my bath and she did not soap my back. She did look in to check I was alright and probably to see me naked. I'd used some of her less perfumey bubble bath and so the view was obscured. "I've nothing suitable for you to wear while your clothes are in the wash so I've laid some fresh towels out on the bed when you used these," indicating the bath towels. So I relaxed in the bath a bit, washed and got out and dried most of the moisture off and went through to the bedroom. I was a little self-conscious now. My cock is average size and certainly big enough when aroused but after the bath it seemed to have shriveled up a bit and certainly would not have won any prizes. If she took advantage of the current situation then I would look rather pathetic. Elizabeth had decided to take advantage because she came into the room almost straight away. She fussed over me patting my damp back with a large towel. The towel I wore around my waist fell off and she spotted my tiddler. "Oh poor little thing," she cooed "Pop it in your mouth and watch it grow" "None of that!" she said rather sternly toweling my chest. "Now kneel down and let me dry your hair". She sat on the edge of a low bedside chair. I submitted. She toweled me dry, reaching down to include my lower regions and making sure in particular that my bum was dry between my cheeks. Elizabeth was quite brisk and matronly and not overtly sexual but her actions belied her manner and I could see the outline of her bra underneath her thin cotton blouse. Unusually for her (and especially given the time of year) Elizabeth was not wearing a slip. The attention from the towel and the proximity of my face to her breasts caused me to harden and stiffen which she noticed but pretended to ignore. Having finished with the towel. She patted and arranged my damp hair, looked me up and down and smiled at me. "There! That's better!" I put my face against her large breasts pressing against the white cotton. "Oh, Baby, Baby!" she muttered. I looked up and we kissed deeply and passionately and her hands came round and held my buttocks, one of her fingers deep between my cheeks. I moved my hands up and caressed her huge breasts feeling the nipples rise beneath the fabric of her bra and blouse. She brought round one hand and squeezed my balls and then my cock. The other she left on my buttock and ran her finger up and down the cleft almost but not quite touching my anus. All awhile we were hungrily gulping each other tongues. We stood up still embracing, her hand squeezing my balls again and my dick ramrod straight. We moved to the bed and lay side by side facing each other. I reached under her skirt to stroke her thighs. She raised herself up and leaned over me supporting herself with both hands placed either side of my shoulders. Our eyes were locked. My right hand was up her skirt stroking her thighs but I was conscious of her huge breasts hanging down and I started stroking them again with both hands. Taking both my hands she held them down and straddled me, her breasts grazing my chest and her face a few inches from mine. She looked at me intently. Elizabeth was enjoying this new game and the shift of power and control in her favour. She lowered her head and kissed me "My darling Baby," she murmured again. A look of certainty flickered across her face. She quickly got off me slipped of her knickers and then straddled me again pinning my wrists back with her hands. She kissed me again and letting my hands go, stroked my chest and tweaked my nipples not too gently. She knelt up slightly raising her skirt and I positioned my dick to enter her. She slowly impaled herself on me and rocked back and forth until she was completely comfortable. I squeezed her breasts which she allowed but the control impulse took hold of her again and she pinioned my hands again leaning forward so that I felt most of her bulk upon me. She kissed me again and I started thrusting inside her. "Don't move!" she commanded. Keeping my hands pinned back she was able to move her legs so that she was lying rather than kneeling on top of me. Elizabeth ground away ecstatically. I remained hard but it was rather uncomfortable. She gasped, and cried out and moaned as she orgasmed. She relaxed a bit and lay on top of me. She released my hands and cradled my head in hers own hands. "Oh, Baby, Baby that was wonderful!" Elizabeth raised herself up and straddled me again; I was still fully engorged inside her. She rocked backwards and forwards and started to undo her blouse and then her bra. Her huge white breasts tumbled down. I arched my back forward to kiss them which she permitted for a while but then took control again. She leant forward pinning back my hands with hers in their usual position. I raised my knees and started thrusting slowly but vigorously. Her breasts spilled all over my chest and I could feel her cool skin against mine. As I thrust inside her she rocked forward so that her breasts swayed forward into my face. She cried out again as I gave a few final thrusts and then erupted into her womb. She was on top of me again kissing me and caressing my face and telling me how much she loved me. She rolled off and we lay in each other arms both quite drained. A change came over Elizabeth after this session. She was now liberated, she realised what she wanted and that she could get it. She was more forward now initiating sex and taking the lead in our lovemaking. She was also more mothering, fussing over me, talking affectionately to me but also infantilising me. She called me "Baby" all the time and referred to herself in the third person" ("Would Baby like to kiss Elizabeth's breasts?"). She mothered me. In fact with a nearly thirty year age gap she was nearly old enough to be my grandmother let alone my mother. Outside she was quite proper although her affection was obvious and I sometimes felt that I might as well be wearing a big badge saying "Toyboy" on it. Sexually this was still a real turn on for me but emotionally it was getting to be a drag. I wasn't in love with Elizabeth. I was fond of her, enjoyed her company, appreciated her affection and the sex was fantastic. However I didn't see us as long term - how could when I she might be pushing up daises within a few years? I was a little embarrassed about the age difference and had not introduced her to any of my friends nor had she me to her friends and family. I was also embarrassed about the sexual dominance thing even though I enjoyed it. There was no BDSM, cruelty or anything like that and no overt humiliation although humiliation is what I felt in retrospect. It was very gentle femdom. I wasn't sure that that's what I wanted. I let it run for the time being but things were going to have to change longer term. However one of the themes of this story is that I am weak willed and easily led by my cock. I put off doing anything decisive. One night I called round and when she let me in I saw she'd been shopping or been rummaging in her wardrobe. Elizabeth was dressed in a long red robe that revealed little but some white frilly stuff around her feet. She had a secret delighted smile on her face. When we got into the living room we kissed but not passionately and she went off to make me a drink. I sat at the table reading a newspaper. When she returned the robe was loose. She stood before me and shrugged it off. She was wearing along white negligee with various ruffles and frills on it. It was quite gauzy but I could see her large white pendulous breasts hanging down and I could not quite make out her muff but there were no panties visible so I guess she was completely naked underneath. Elizabeth came to me and sat on my knee. She was quietly excited, a lewd smile on her old face. I was both excited and repelled. "Do you like what you see?" "I do. I'd like to see more." "You are a naughty boy.!You'll have to ask me nicely." "Please let me see more!" "Call me by my name!" "Please, Elizabeth, may I see your breasts!" There was a little tie near her throat which she pulled and the negligee opened so I could see her large breasts flattened by their weight and hanging down to her belly which itself spilled out on her lap. Elizabeth looked at me smiling her lewd smile and I moved my head to kiss her breasts. "Aah aah aah!" she said in a negative tone putting her hand on my cheek and restraining me gently. "You have to ask. Would you like to kiss Elizabeth's breasts?" "Please Elizabeth, may I kiss your breasts?" "Of course you can, my darling!" and she offered the left one to me. I buried my face in it and breathed in. I kissed all around her aureole taking the nipple eventually in my lips and nibbling it very very gently with my teeth. "Oh Baby, Baby! Kiss my breasts!" I moved to the other one and filled my mouth with it. She ran her hands over the back of my neck and caressed my hair. I stroked her belly and the top of her thighs. She stood up and leant over me slightly so I could kiss both her breasts again. I brought my hands round to stroke her buttocks and then back to the front to attend to her belly, abdomen and groin touching but not penetrating her bush. "Kiss me, darling!" she whispered. I knew what she wanted and I kissed her belly pressing my face into it and then moving lower "Kiss me, Baby!" she moaned again. I knelt down and stated to kiss the top of her thighs, I moved through her bush with my tongue and then around again. My hands came up behind and firmly held her buttocks. She parted her legs slightly "Kiss me, Baby, kiss me!" she whispered again but it was also a command. I penetrated with my tongue ,getting her strong smell and sweeter taste. I inserted my finger and then my thumb ever so lightly on her clitoral button. She retreated two yards to the sofa where she lay down with one leg on it and one leg on the floor. "Show Elizabeth you love her!" Her hairy cunt was there for me to love and worship. I licked right along the slit, stopping near her button. I licked both sides, worrying them with my lips so that they started to swell. There was more wetness around than just came from my mouth and I rubbed my face over the whole area. I inserted my finger again and then moved it up to her button which was now visible when I spread her lips. I attacked again with my tongue until it became sore with the exercise. Elizabeth was crying now, "Oh Jesus, Baby, Jesus Baby!" she babbled. My face inches away, I touched her again with my finger and watched the flesh quiver as she came and spasmed. I kissed her again all over as she subsided and I lapped up her juices. I stood up. "Does my baby want to have some fun now?" she asked. "Let me!" she said as I started to undress. She removed my shoes and socks, stood up to unbutton my shirt and then knelt to take of my trousers and my briefs. My cock sprang to attention and she put her mouth over it and started sucking. She did not take me all the way. She stood up still holding me by the balls. "Let's go to bed and I can give you your treat!" Elizabeth led me off to the bedroom holding me by my cock. I lay on the bed and she climbed on top of me and leant forward kissing me, cradling my head in her hands and whispering affectionately how she loved me. I fondled her large saggy breasts. "Would you like to kiss my breasts again?" "Yes please let me kiss your breasts, Elizabeth," I responded in form. She leaned further forward so that they swayed over and slightly rested on my face and I sucked her nipples in turn greedily. I raised my knees so that my cock started to graze one of her thighs and she became aware of it immediately. She kissed me affectionately again staring lovingly into my eyes. "Would you like to come inside me?" "Yes please I want to be inside you, Elizabeth." She took my cock and inserted it inside her but then straightened her legs so that she was lying on top of me (as she had done the night I got soaked in the rain) rather than straddling me. This was a bit unfair as this was rather uncomfortable and meant that she was determined to have more fun herself. I started thrusting a little but she needed to remain in control. "Don't move, baby, Elizabeth needs to do this herself." Elizabeth ground herself against me for quite some time; my dick felt it was being twisted off. There was an intense look on her face as she concentrated on getting another orgasm. I assisted by stiffening my dick in time with her motions and caressing her breasts and tweaking her nipples. She gasped as she came again and lay on top of me to recover. An English Matron Ch. 02 "That was fantastic now it really is your turn!" She raised herself up and bringing her knees forward, straddled me. She leant forward so that her breasts were in my face again and I raised my knees to give me some leverage and humped away. I could hear her calling out. "Come inside me , Baby, come inside Elizabeth. I love you!" and I must admit that this did bring me to the peak of my excitement and I bucked and jismed inside her. We lay together for a while before drifting off to sleep. From then on I was lost and she had complete mastery (or mistresship) and she dominated me sexually. I did what she asked and she was kind enough to satisfy me but only once I'd brought her off at least twice. I started to consider how to take control back...but perhaps not just yet. To be continued... An English Matron Ch. 03 This is a continuation of the previous two quite brief chapters which you ought to read to get the full sense of this one. I hope you enjoy it. * And so it did indeed continue. One Saturday evening I was round her place watching football on the telly. My team doesn't normally do very well but they had won a big game that afternoon against the league leaders and the highlights were on Match of the Day. Elizabeth wanted to go to bed without saying so straightforwardly. I was quite happy to - but after the footy. I'd shagged her already in the middle of the afternoon when I came round so I was in no great hurry. Besides I'd had to sit through some mind-numbingly crap programme she wanted to watch earlier. I purposely sat in another chair facing the telly. It was a bit rude but a fair hint also. She sat on the settee to my left just in my peripheral vision. She wore her half moon glasses which I knew she only wore for reading (and for turning me on) and not watching TV so I knew something was up. She had on a blue and white dress that buttoned down the middle. More distractingly she also wore smoky grey stockings. Elizabeth had great legs albeit quite plump the further they went up. Anyhow, they were the best preserved part of her body. She kept crossing and uncrossing them making a slight swishing sound as she did it. Any time I stole a glance in her direction she looked over her half-moon glasses and gave me a knowing smile which I ignored. She moved to the far end of the settee and sat more on the edge pretending to take an interest in the game. In fact moving to her new position put her at a more oblique angle to the TV but did bring her more directly into my field of vision. She uncrossed her legs and held them slightly apart. Her dress flopped down in between thighs not revealing too much but I did notice that the hem was higher than I would have expected and her knees were visible. The sexual tension was rising but I tried to concentrate on the game. The next time I looked the hem had ridden well past her knees and her thighs had parted. Given that I was supposed to be watching the telly I couldn't stare long enough to see far up between her legs. She pretended this time not to notice that I was looking fixing her eyes oh so innocently on the TV. I saw her rearranging her self again out of the corner of my eye. The dress was hitched right up her legs were apart, I could see the tops of her smoky grey stockings and then wondrous to behold, her white panties in the centre. Call me a perv but there is something about a woman's white panties that drives me wild. All thoughts of football vanished from my head. I looked at her crotch and then her face. She returned my gaze steadily over her half moon glasses. She crooked her finger and beckoned me towards her, parting her legs even more. She'd also undone the top button of her dress and the valley of her cleavage was clearly visible too. I looked at her crotch again, mesmerised and found myself shuffling towards her on my knees until I was there before her. I kissed her on the lips which she allowed briefly but putting her hands on my shoulders she forced me down. I kissed her breasts but I was still in the wrong place and she pushed me even further down until I was level with her thighs. Now I was in the right position. She leaned back on the settee, pushing groin towards me. I put my hands on her dress and pushed it right up her hips. I kissed her left knee and then planted kisses all the way up her thigh until I came to her stocking top. I repeated the exercise on her right leg. I gazed at the amazing sight that was her panty covered groin. She put a leg on each of my shoulders and drew me to her. I kissed the material of her panties, smelling her body and her warmth and tasting her womanhood underneath. Her calves were hooked right round me now and she pressed me even further in but I pushed back, disengaging but only so I could take her panties off to give me unfettered access. I took my own top off and then dived back in for my supper. I licked her hairy quim until it ached and she reached down and pulled my head even closer so that I could hardly breath as I played with clit with my lips she came and washed my face with her juices. Of course I had a raging hard on by this time and unzipped my fly. But she would not let me do anything straight away. She stood up her clothes in disarray, took my cock in her hand and tugged me in to the bedroom where I had to undress her completely before I was allowed back between her thighs again to consummate the whole evening. I never did get to see the football -- by all reports it was the best game we played all season! I really needed to get some control back! Later the following week I arrived in the early evening and she was already in her robe. We got to her living room and we kissed passionately. She broke off and gave me her come on smile made lewder by her old lined and excited face and her half-moon glasses. She lightly touched my cock seeming to know exactly the spot to rub underneath my trousers. I started unbuttoning her robe and quickly took it off to lie in a heap on the floor. She stood before me proudly in a white see-through camisole and knickers. Her large breasts sagged onto her belly and I could see the outline of her nipples beneath the gauzy fabric. The front panel of her knickers was not see through but shiny and satiny and I gazed at it. It was simultaneously grotesque and extremely exciting. She then played out our little ritual: "Do you like what you see?" "I do!" "Tell Elizabeth what you want to do!" "I want to kneel down and kiss between your legs." "Ask me properly." "Please Elizabeth, may I kneel down and kiss between your legs?" "Of course you may, darling, but Elizabeth needs to get you ready." She undid my trousers and took off my shirt, pants, socks and shoes. Kneeling down, she was just the right height to suck my cock which she did until I almost came. Grasping my balls she led me off to the bedroom. She lay on the bed with her feet still touching the floor and her legs apart. I knelt down between them. "Show Elizabeth how much you love her!" I went to work on her with my lips, tongue and fingers. I started mid thigh on her left leg kissing my way down to her knee while stroking her right thigh with my fingers. I worked up and down her thighs getting closer and closer to her mound but not yet touching it. I trailed my tongue all around it, kissing her soft white lower belly as I passed it by. I returned to her large thighs. They were in good shape for an old lady but there were little blue veins here and there and the skin was not as taught as it would be in a younger woman. Although big they were still in proportion to her hips. I nibbled gently and nuzzled my way along from her knee along the inner thigh until my nose touched her bush underneath her knickers catching a whiff of earthy fragrance. I kissed the other thigh in the same place. I then pressed my face into her satin covered mound and nuzzled her. Looking up I noticed she was playing with her great big tits. I quickly drew her knickers off giving me full access to the tabernacle of my desire. I started now to touch her bush with my fingers, parting her hair and brushing her lips with my fingertips while still paying full attention to her upper thighs with my lips and tongue. I could now see her puckered lips through her hair. She was not actually very hairy down here at all but there was enough. Sticking out my tongue I ran it very lightly over her lips following the contours as best I could. I then ran my finger down the same route, pressing gently in as they seemed to unfold out to greet me. I ran my finger right down along her perineum and up to her butt. I repeated this action with my tongue as far as it could reach. I inserted my finger in her cunt a bit more. She was quite wet. Taking a deep breath I put my face right between her legs, thrusting my tongue as far as it would go, repeatedly until it ached. I came up for air and put my fingers there instead. She was whimpering and moaning now. "Oh Baby, Baby, show me you love me" I repeated the actions with my tongue again, burying my face in her groin, feeling her meaty wetness against my face and tasting her in my mouth. Her hands touched the back of my head and she feebly pressed it down further against her. My face still grinding against her, I brought my index finger up and touched her anus. There was little resistance and it slid inside up to the first knuckle. She gasped and cried out. I arse-fucked her with my finger and cunt-fucked her with my tongue. I raised my head just before she climaxed to see her cunt, its lips enlarged and spread out and her vagina hole visible. The whole mass quivered and spasmed and her butthole opened and closed around my finger. I put my face down again and licked her as her orgasm subsided. After a while she came back down to earth and reflected what had happened. She was quite shocked or seemed to be. I don't think anyone had ever touched her there before. "That was very very naughty. How dare you touch me there!" "But you liked it!" "Stand up and bend over!" I obeyed meekly "Legs apart!" She slapped my buttocks lightly but not enough to hurt. The slaps became softer almost caresses and she started fingering my cleft. "Lets see how you like it," she said but in a low voice and not cross or vindictive. Fortunately she always had her nails short and soon she was fingering my little brown hole. My cock was so stiff. She stopped and let me stand up right. She led me on to the bed. "Make love to me again!" she commanded and I got to work with gusto in a good old fashioned hump. But her fingers had not finished and as I was in full swing so to speak she reached up, grabbed by bum and started to insert her finger. It made me even stiffer. My humping got so vigorous that she lost contact with my bum. I'm not sure who orgasmed first but it was a good fuck. We'd never really explored each other's butts before so it seemed we could set off on another adventure. When I woke up she was sleeping with her back to me. I snuggled up and we spooned. She seemed to be dozing. I started lightly scratching her back. She loved this it was one of the less sexual physical contacts that she really enjoyed. I ran my fingers up and down, gradually each run went lower and lower so that her bum received as much as attention as her back. While still paying attention to her back my scratch runs went lower still to the top of her thighs. Over the course of several minutes I paid less attention to her back and more to her backside and to her perineum. She rolled over on to her front, still a little drowsy. I knelt beside her. My hand continued to stroke her cheeks and thighs and started to touch her pubes. Leaning over I kissed her lower back, moving to her hips and then her cheeks. I started to nibble and bite gently. Her legs opened wider and I started to stroke her cunt which was very wet by this time. I could not get my fingers in and she raised herself on her knees and elbows. I slid my finger right in and started a gentle finger fuck while still nibbling her bum. I moistened my left index finger and started rubbing right in her cleft nearly but not quite touching her anus. Then I did pressing on it bit not inserting my finger. She was moaning and gasping now and my finger fucking became more intense with my right thumb stroking her clit. She reached under her body with her right hand and started massaging my dick. As she got more excited I bent over to kiss her between her cheeks inserting my tongue so it touched and tickled her rosebud. She climaxed quite violently her cunt pulsating on my fingers and her anus also contracting. There were still some adventures we had not had had and which would allow me to get some control back. I did not see Elizabeth again until Friday night. When I went round she let me in. She was wearing a close fitting purple woollen roll neck top and a calf length dark red plaid skirt. We went to the cinema during which she let me stroke her leg quite a bit. Did I mention she had quite a big bum? Well she did and big hips to match. When we got to her flat I followed her upstairs admiring her shapely legs in their dark sheer stockings and taking in her large bottom which made her skirt flare out a bit more. I put my hand on it as we ascended the stairs and fondled it more as she let us in to her flat. She protested mildly but I would not keep my hands off her arse. Once inside she scolded me but I stopped her mouth with a kiss and drew her to me feeling her large breasts squash up against my chest. I continued to run my hands over her buttocks as we embraced and her tongue ran forward into my mouth. We devoured each other for some time while my hands fondled and caressed her backside. After a while she started stroking mine and I brought one hound round the front to feel her large soft breasts under her soft woollen top. We moved still embracing and touching each other intimately to the adjacent bedroom and I removed her top. She wore her old fashioned white slip underneath and I turned my attentions to kissing her neck and shoulders while still playing with her breasts with my finger tips. She stroked my cock but did not venture further. I unbuttoned her skirt, letting it fall to the floor and peeled off her slip so that she was down to her bra, satin knickers, suspender belt and stockings. She took my clothes off completely and as I stood naked before her she knelt down to suck my erect cock. I let her take me nearly all the way there but stopped her before things went too far. I removed the rest of her clothes and we lay on the bed cuddling and enjoying each other's flesh. My hands went back to her large backside and I caressed them gently, working my fingers into her cleft, then down and round her perineum touching the top and inside of her thighs as it returned. She got quite turned on by this and raised herself on all fours so that I could get better access. Her cunt was wet now and my fingers slid inside her. I still paid attention to the cleft between her buttocks with my other hand and started nuzzling and biting gently her large soft white cheeks. I started to lick along her cleft and finger her arsehole. My other hand was rhythmically pumping inside her cunt. My thumb inside and my fingers on her clit. She was close to coming now and I moved in and started probing her anus with my tongue and she cried out as she orgasmed her flesh quivering and pulsing around my fingers. I quickly put my plan into action. I moved round behind her. My cock was so hard that it ached. She expected me to take her doggy-style but I had other ideas. I spat on both my hands, rubbed them on my cock and guided it into her butt. She protested but I was inside her. "My turn!" I hissed. It was not like me to be rough or speak harshly and I think it daunted her a little. I started thrusting gently away her large buttocks nestling against the tops of my thighs. Reaching underneath I stroked her long soft teats as they dangled below her. It wasn't as good as vaginal intercourse but good enough and I enjoyed being in control for once. I started to hump more vigorously and she cried out whether in pain or pleasure I did not really care. We rocked and rocked and I think she started to come again as I spurted and spurted inside. We cleaned ourselves up but didn't talk much afterwards. In fact she went a little bit cool on me. She might have gone along with it in the heat of the moment but afterwards I think she felt I'd gone too far. English matrons generally do not get banged up the arse. I still went round to see her for sex and evenings out but our lovemaking was less passionate and more conventional. That suited me fine actually. She didn't mother me and dropped her silly rituals and I didn't try to give her a back scuttle. We still didn't talk about it but balance had been restored between us at the expense of passion. Our relationship had also developed in another and not especially welcoming direction. Socially she'd started to introduce me to her friends who were all about the same age. Mostly they were quite unattractive - either skinny and shrivelled or just fat and shapeless. There was one, Vanessa, who was tall and extremely busty. She probably had once been a great looker about thirty or even twenty years ago. Now she was still quite handsome although with quite a strong, beaky nose. At least she would have been but for the sour expression on her face. I learned later that her husband had deserted for a younger woman about a year ago and she was still in the bitter all-men-are-shits phase. Conversation with them all was quite superficial and dull and after all we had nothing in common. None of them shared Elizabeth's tastes in classical music. Vanessa was positively hostile to me, either ignoring my existence altogether or contradicting me when I spoke or even worse when I made a light hearted remark or joke dissecting it for meaning in a patronising sarcastic manner and completely spoiling it. As far as I was concerned she was a complete bitch (great tits though) and I avoided her company, refusing to come over if I knew she was about. I did not involve Elizabeth in my social life. My friends knew I was going out with an older woman but they did not know how old and I was embarrassed about the age gap and the teasing I would get (and the sniggers behind my back). Elizabeth had been invited to a wedding - some relative of her late husband. Word had obviously spread that she had a younger companion and I was invited too. I did not want to go at all. I wouldn't know anyone and I didn't want to be paraded as Elizabeth's toyboy. What was even worse Vanessa would be there too - apparently she was a cousin of Elizabeth's hubby (which is obviously how she and Elizabeth had got to know each other in the first place) and also a close relative of the woman getting married. I told Elizabeth that I was not going in no uncertain terms. She begged and pleaded, she offered to pay for the hotel, she offered to buy me a new suit but that cut no ice. I wasn't hard up, I had more money than she and even if I had gone I wouldn't have bought a new suit - that's the sort of thing a woman does. You may conclude from all this that I was rather a selfish young man and you'd probably be right. It was a Friday night and I'd come over for the weekend but now I was positively grumpy and thinking about leaving either that evening or the following morning. However we didn't row and she didn't sulk or act hurt. Instead she acted very loving and sweet and didn't bring up the subject again. At night after a good meal (she was a very fine cook) we were on the sofa watching TV. She put her hand on my thigh and started stroking it: affectionately at first and then more overtly sexually. Soon she was fondling my cock underneath my trousers at the same time as nuzzling my neck. She knew what turned me on. It was only a matter of time before she had my dick out. She bent over and started to gently kiss it, giving tiny nibbles to my foreskin and swirling her tongue and her lips around my cock head while at the same time slowly pumping my shaft with her hand. She gradually accelerated the pace, sometimes squeezing my balls but all the time massaging my head with her lips and tongue. Twice I was in danger of coming and she stopped and gripped my shaft at the base and then started again. This was maddeningly tantalising and the third time I instructed her (almost pleaded actually) to go all the way. She continued to pump with her hand and suck with her lips as I erupted in her mouth. She swallowed it all and continued to lick me dry but very gently as I subsided. Considering that until six months ago she'd never had sex for twenty years (or so she said) she was a fantastic cocksucker. In fact it was the best blow job I'd ever had. An English Matron Ch. 03 We'd obviously missed what we were watching on the telly so we turned in for the night. We lay there naked, she caressing my chest. I was a bit drained after such a fantastic session and not desperately eager for another go. Elizabeth had other ideas and of course wanted some action herself as I'd not really touched her in our evening play. My chest is moderately hairy and she moved her hand across it ruffling the hairs and circling my nipples with her nails. Sometimes she would move lower to stroke my belly and then back up up my chest. She started very gently rubbing my nipples without tweaking them. I started to harden as her hands got a little more adventurous. So far it was just a massage but an incredible turn on. She leaned over and started kissing my chest and then my belly and then even lower when she took my balls in turn into her mouth and then kissed right along my shaft. She moved up again and climbed up. Straddling me she leaned forwards and we kissed long and deep and passionately. She broke off only to nuzzle each side of my head, nibbling my ear lobes and dragging her teeth gently down my neck. She returned for another long wet kiss. My tongue ached and I thought my cock was going to burst it was so hard. "Take me please," she murmured as she adjusted her hips and moving backwards impaled herself on my dick which felt as if it was made of tungsten steel. I raised my thighs slightly and we started a comfortable jog. Leaning forward on her forearms she kissed me again, her soft large breasts dangling low and brushing my chest. They felt as they always do slightly cool against my skin. She let me dictate the tempo of our motion and we rocked away for some time. Having been drained only a couple of hours earlier I felt I could go on all night. The bedside light was on low so we could see each other and she gazed steadily into my eyes. Her lined face looked quite beautiful with her red lipstick, slightly smudged from our passion, adding to her aged loveliness. Then she got distracted by what was happening inside her. She started gasping and I increased the pace slightly. She sat back. My dick was more at right-angles to me so a little uncomfortable but the extra tension and friction took her to the next level. I played with her tits, pulling her nipples ever so slightly. She was starting to go in her own little world at this point and then I had an idea. I took my hands from her breasts and put one forwards under the folds of her lower belly finding her clit and gently pressed on it with my thumb. It seemed like a booster rocket for her orgasm and she bounced up and down moaning as she came. She came back down on her forearms to embrace and kiss me again and I grasped her buttocks for one last heave as I emptied myself into her. After we'd cleaned up she wanted to talk lovey-dovey stuff but I let myself drift off to sleep as soon as I could. The subject of the bloody wedding was bound to come up and the way she was behaving my resistance was crumbling. Besides she'd completely emptied me and my balls were aching slightly. I needed some sleep to recover. The next day we decided to go out to the country. Birmingham is a big city and not particularly attractive although about this time the city council had just redeveloped the centre and had made quite a good job of it. The surrounding countryside was very pleasant. Tolkien had grown up here nearly a hundred years ago and many of the more pastoral scenes in the Lord of the Rings were based on his childhood memories of the villages, farms and woods just outside the city. We got there late morning and Elizabeth took me on one of her favourite walks. It was a pleasant and sunny spring day. One of the great advantages about going out with a woman of her generation was her preference for stockings over trousers or tights or even bare legs. Elizabeth had very shapely calves and tended to wear loose skirts (sometimes dresses) that finished just below the knee and swirled provocatively around her legs. Today she was wearing sheer very light brown stockings (and suspenders I had good reason to believe) and a floral print dress that flared and moved just how I liked it to do. She was also wearing a simple white top that showed her well upholstered breasts to great advantage and of course a knitted white cardigan - not really sexy at all but beloved by English women of her age. We strolled for an hour often hand in hand talking of this and that but not the wedding and came through the wood we'd been ambling in to a small village. It was a typical English scene, not picture postcard, but pleasant enough with a couple of pubs and an old church. We had lunch in the pub and then another desultory stroll to walk off the pie and the pint. Our walk was circular and it brought us back to the church. Elizabeth said she liked churchyards and we wandered in. It was deserted - no funerals today although all the graves were quite old and I couldn't see any new gravestones. We stood beneath an old tree, probably yew as I think they are common in English churchyards, and started to kiss: gently and affectionately at first and then more passionately. We had made love that morning (nothing special to report, I'd brought her off with my fingers and then rolled on top and gave her a good old-fashioned missionary position fuck) but now I was ready for more. I started to gently caress her breasts. "Not in a churchyard!" she whispered I did not reply but peeled off her cardigan and carried on gently moving my hands over her bosom trying to tease the nipples into standing up and never taking my eyes off her face. Soon she got too aroused for this and taking my hands down reached up to kiss me as if this would cool me down! I returned the kiss, slowly and passionately and moved my ever-straying hands down to her hips and then her buttocks. She raised her thigh slightly pressing between my legs where she must have felt may hardness. I raised her skirt and slip and put the back of my hand against her crotch, enjoying the bare flesh of her thighs above her stocking tops and the soft satiny feel of her panties. I rubbed the knuckle of my big finger over the material feeling her hair underneath and her warm moist cleft within. "Really, really we can't," she said but made no effort to stop me. I started rubbing her a little bit faster and harder but not roughly and she clutched my dick underneath my trousers. At the same time were kissing with abandon but I slowly broke off. I reached under skirt with my other hand and pulled her panties off. I stuffed them in my coat pocket before returning to her wonderful warm and now quite wet pussy. By this time she had unzipped me and had her hand round my shaft although she had not yet brought it out into the light of day. The tree had too many branches to lean against and I manoeuvred her against some stonework as my dick came free. It sloped a little so we had a slight angle to lean against. I raised her skirt again and my cock glided in her - she really was sopping wet. It was a little bit tricky as my cock was still a little encumbered by my zip and pants but I thrust away, my legs slightly bent to accommodate the difference in height. Elizabeth squirmed against me, wrapped both arms around my neck whilst I picked her up by her thighs which she clasped around mine. I hoped both of us would come soon because at her age she wasn't too athletic and although I was quite strong she was also quite heavy. We rocked and squirmed for a few minutes establishing a not quite steady rhythm. I could hear from her slight gasps and feel from the pressure from her arms that she was well on the way to satisfaction. A couple of erotic squawks from her let me know that she had indeed arrived and I followed only a couple of thrusts behind her. This was quite hurried sex by our standards but we were right in the open and quite conscious that at any moment we might be disturbed. We straightened ourselves out and smoothed our clothes down. Elizabeth draped her cardie over her handbag and did not put it back on as we were quite warm now. I then noticed what would have been obvious had we not been otherwise distracted namely that the "stonework" we'd been leaning on was actually a gravestone. It had moved slightly over the years and was not perpendicular and the angle had given us a slightly easier hump than if it had been straight. The lettering was a little weathered but I could make out it belonged to one Albert Edward Swinney, born 1852, died 1894. Various other family names were inscribed as well. I'm not pious but I did feel a little uncomfortable at the disrespect we had just shown. As we were leaving we came across the vicar! Elizabeth, quite shamelessly I thought, struck up conversation with him. He told us how old the church was (late 17th century) and how it had been mentioned in some poem by an English poet I'd vaguely heard of (Congreve or Coleridge I think). Elizabeth, who was very well read, was quite intrigued and talked to the old boy at some length about it all. I stood by amused and quite shocked at her brazenness having just profaned sacred ground in the way we had. I idly wondered whether I could write a poem about our experiences. The first line could run: "I shagged her on the gravestone of Albert Edward Swinney" I gave up after that because I couldn't think of anything to rhyme with "Swinney" except "skinny" and that word didn't really apply to Elizabeth. We said our goodbyes to the vicar and went back through the woods to where we had parked our car. I ticked her off for being so two-faced. "I'm not ashamed and anyway you led me on. Besides I'm sure that he did not suspect anything," she said completely illogically. It was then I noticed that the lichen and moss from the gravestone had rubbed off on to the back of her pristine white top. It looked like she'd definitely been up to something. I pointed it out to her and we laughed heartily although she was a little annoyed about the smudges. We went home. Elizabeth was very fastidious and changed out of her dirty clothes. I noticed she'd put on a different darker pair of stockings. We had a good meal and the turned in early. It had been a good day. A good sleep, sex, exercise, good food, exercise, sex and good food. What better to end the day than some more sex? And she hadn't pestered me about going to the wedding at all. "Keep your stockings and suspenders on tonight please," I asked her and she obliged. The stockings were really nice ones, very smooth and a sexy smoky grey colour. As we lay in bed together with the covers down Elizabeth moved her feet up and down my legs. She moved one foot all the way up and started caressing my cock. I got very hard. She moved forward, grabbed my cock with one hand and planted a slow deep kiss on the end. I remembered last night's blow job. Was I going to get another one? She went to work expertly, on her knees by my side, her head over my cock, one hand grasping the throbbing member and the other propping her self up on the bed. "It will be easier this way," she said as she swung one leg over and straddled me with her back to my face. Her feet were near my face and I started licking her toes and rubbing my face on the soles of her feet. I moved my hands up her calves, lightly raking the skin without ruffling the sheer stockings. She wasn't just sucking my cock now. Her free hand had reached down below my balls and touched my perineum and then lower still towards my butt. I raised my thighs to give her freer access and started to move my hands over her thighs above her stocking tops. Elizabeth started fingering my butt hole then pumped and sucked my cock slowly. Not to be outdone I started fingering her pussy and I was soon able to get two fingers inside her and start pumping her. She returned to my rose bud and circled it with her fingers, pressing in without actually inserting. I gazed up at her white thighs with little blue veins in them and then up to her wrinkly hairy pussy and raised my self up to kiss it. I tried to find her clit with my tongue and pulled her hips down so that she was more or less squatting but not sitting on my face. I found her clit with my fingertips and ever so gently caressed it. Soon I saw or felt it contract and quiver as she orgasmed and moved in with my tongue again. I was now totally immersed in her femininity as I wallowed in her taste, her smell and the closeness of her sacred parts and I emptied myself into her mouth. We cuddled a little but I soon drifted off to sleep. Outwardly she was a respectable English matron but she was acting like a whore in the bedroom and milking me dry. I hoped I had some sperm left for tomorrow. I woke up the next morning in an even more relaxed and good humoured state than I had the previous morning. Elizabeth's bed was very comfortable. The room was not at all to my taste -- far too much chintz and frills and I particularly objected to the frills on my pillow. But the bed itself was soft and easy to sleep in and the room warm. Elizabeth was half awake too. Old ladies don't look their best in the morning but her sweet, if lined face was a pleasure to see and she still had her lipstick on from the night before. Anyway she didn't look too bad and I was turned on even more when she snuggled up to me and started caressing my chest again. "I wont need a new suit anyway. I've got one that's perfectly good for the wedding," I said boldly and probably foolishly "You mean you will come?" "Might as well I suppose." "Oh, thank you, thank you!". She was really, really pleased and snuggled closer. I knew as soon as I said it that it was a mistake. I knew also that she had been extra sweet to me this weekend to persuade me to go. Well it had worked. There was no long term future for Elizabeth and I and going to weddings and things like that would only make the eventual break up even harder. However I was committed to this at least and as usual I put off any disturbing and uncomfortable thoughts for later. Another reason for not thinking uncomfortable thoughts was that Elizabeth's hands had started to wander again. She was stroking my cock and my balls. "Christ ,she's insatiable!" I thought although part of me knew that this was also part of her stratagem to make herself as desirable and accommodating as possible. I turned on my side towards her and we kissed while she continued to massage and caress my member. I stoked her large white breasts and moved my head down to take one in my mouth. Our difference in heights meant that this move made her lose contact with my cock but meant that I in turn could massage and caress her private area. When she was wet enough I moved on top of her -- my cock was begging to get inside her again. An observation, but not a criticism I would make about Elizabeth is that she did not have a tight pussy. After all she'd given birth to two children and she was getting on in years. So there was quite a bit of room - as I said before not a criticism just an observation. One way to make her a little tighter was to get her to close her legs so that she lay between my legs and not the other way round. This produced the desired increase in tightness for both of us and I thrust away with gusto. She lay back smiling at me and never taking her eyes off mine. Her big boobs wobbled and quivered in the periphery of my vision as I thrust away. I broke off our gaze and watched them undulate on top of her chest. Her nipples were big and pink. I looked her in the face and she smiled that sexy and quite dirty smile she wore in our most intimate moments and that triggered my eruption inside her. I rolled off her wondering whether she had also come but she seemed very content. Eventually she got up to make breakfast and I had a shower. She had some housework to do so I went and got the Sunday papers. After hoovering and dusting or whatever it is that women do when they do housework she went off to get washed and dressed as well. We were going out to lunch before I went home but it was still only mid-morning so we had plenty of time. While she was gone I reflected on our early morning lovemaking. I doubted now whether she had orgasmed. She had moaned and made the sort of right noises but I didn't think she had gone all the way. Now I know that there is more to sex than just some orgasmic score-keeping and I'd certainly given her what she wanted and needed in all our other lovemaking sessions. Moreover Elizabeth was not the sort of person to resent it if she missed out on the odd occasion. Nevertheless my honour was piqued and I determined to address the situation if I could and soon. Elizabeth came back into the room fully dressed and smart with it. She always dressed elegantly (if at times a trifle old-fashioned). She didn't really do casual and she certainly didn't do scruffy -- unlike me for whom casual and scruffy was what I did best. Perhaps it was the attraction of opposites that made it work for us. Today she had on a white knitted top which I did not like. It was too loose to show off her ample figure to any advantage and it was a bit boring. The lower half was not boring at all. She wore a black pleated skirt that unusually for her came just above the knees and sheer black stockings. This was definitely a turn on. I wondered what colour underwear she had on. She normally did white but black was also a possibility. I've mentioned that Elizabeth lived in a flat in a big old house. It was a Victorian terraced house and had had a lot of work done to it over the years and had some architectural peculiarities. One of these was the window of the living room. It had originally been a bay window, two stories up and it overlooked some quite attractive parkland. However the entrance to the bay had been walled or boxed up to about 3' 6" in height so that you could not walk into it. A large shelf sat on top and Elizabeth kept some plants and ornaments there but otherwise it was dead space. I've seen it done in other large houses and never understood why. Anyway the point of this architectural diversion is that Elizabeth often used to lean against it and look out the window. It was high enough for her to rest her arms on it as neighbours might do on a garden fence whilst chatting. However it was not very high and she was quite a tall woman so she had to lean a little lower to get comfortable with her butt sticking out more than it otherwise would have done. So she was quite innocently leaning on the shelf watching the world go by while I read the paper. As she leaned forward I caught more of her thighs than I normally did outside of the bedroom. I came up behind her and put my arms around her, she stood up and I nuzzled her neck. "What can you see?" I asked. "I just like looking at the park -- its very peaceful" I stood by her side and looked out. A woman was exercising her dogs. They were high-spirited Irish setters and gambolled and raced all over the place. I moved to Elizabeth's side with my arm still around her waist and watched the scene. After a while I dropped my hand and started moving my hand over her broad hips and fondled her bum. This went on for some time and she eased herself forward leaning with her elbows on the big bay window shelf. I took this as a sign to proceed with my dirty plan. Dropping on my knees behind her I raised her skirt and under-slip to rest on her back and knelt back to gaze with erotic wonder on the awesome and cock-stiffening sight that was Elizabeth's butt. Her legs encased in her sheer black stockings gave way to her white thighs and then her white panties which were made of some sort of elasticated satiny material that gave support to her tummy. A white garter belt held up the stockings. From an aesthetic point of view I'm not sure the white garters and panties went with the black stockings but my cock told me aesthetics be damned! I put my hands on the great globes that were her buttocks and lightly stroked and caressed them, making sure that my finger strayed to her cleft and between her legs as often as they could. I put my teeth a against each bun and nibbled and nuzzled and rubbed my face against them. Although sensuous the elastic material was too tight and inhibiting me from getting any closer to the object of my desire. They had to come off but before I did that I drew the back of my finger repeatedly between her legs and massaging her bush and the other cleft beneath until the slight friction told me that things were getting a little damp there. An English Matron Ch. 03 Eventually I did take her panties and the garter belt off . They'd served their purpose and were now in the way. I'm not sure what Elizabeth was up to while I was doing all this. I think that she continued to gaze quite shamelessly out of the window. I ran my hands over her buttocks again, this time her bare flesh on my finger tips. I ran the edge of my fingers down her cleft, through her legs and to the other side brushing her pussy lips. I stroked her thighs with the back of my fingers each time rising to caress between her legs. I massaged her buns again and pulled them slightly apart so I could see her rose bud. I slowly licked each side of her cleft getting deeper and deeper. She smelt and tasted clean with a slight soapy fragrance and a deeper more earthy after taste and smell. I moved closer now, my face buried in her butt as I rimmed her as delicately and as lovingly and as deep as I could. I stretched her buttocks as far apart as I dared to without hurting her so that I could circle and probe her little pinky brown rosebud with my tongue. With one free hand I reached forward and started stroking her old pussy which was sopping wet now. My tongue ached but I lashed her butt-hole once again. As I rubbed her clit quite vigorously I heard her cry out. I rubbed her butt with my other freehand then gently penetrated her up to one knuckle. She quivered all over and I felt her flesh pulse and spasm over my right hand where I had three fingers in her cunt and my left forefinger which was in her butt. She'd definitely had an orgasm so honour was restored. My cock was ragingly stiff now as well as leaking. There was no time to lose I whipped it out and shoved it straight between her legs into her pussy. She rocked backwards in rhythm with me but I couldn't go very long before I spurted into her. If anyone had looked up at the window they must have guessed what was going on but we were too far gone to know or care. We tidied ourselves up and went out to lunch. As we walked to her car I noticed she was a little unsteady on her feet. I told her so, smirking and she giggled but would not meet my eye. After lunch I drove home and I reflected on the weekend. We'd had really good sex day and night and my balls ached comfortably (if that makes any sense). Elizabeth had been even sweeter, more loving and good natured than she normally was. However all this just made me feel uncomfortable. I felt I was getting too committed and even worse sending out the wrong signals. I bitterly regretted agreeing to go to the wedding which would be quite ghastly - even worse since that ball buster Vanessa was going to be there. More importantly it was Elizabeth and I coming out more as a couple and that's not a statement I wanted to make. Quite the opposite. In fact I was going to have to end the relationship. Not just yet though... An English Matron Ch. 04 The final chapter. I've enjoyed writing this and I hope you have enjoyed reading it too. My thanks to Bob and especially Mary for their encouragement and support. Over the next few weeks things went quite well between us. Sex was so great and Elizabeth was so accommodating in other matters that I still hadn't managed to break up our relationship. Weak-willed and too easily led by my cock - that's me! We did have one little tiff about travel arrangements to the wedding. About this time the law in England had changed so that people could get married somewhere other than a church or a registry office. This wedding was to be held in the West Country at an English stately home that had been turned into a hotel. It was going to be quite a posh do. The reception and accommodation were also at the same venue. The West Country is actually the informal name for the south west of England and is famed for its beautiful scenery. It's also quite a long way from where Elizabeth or I lived. We would have to travel up the night before the wedding thus spending two nights at the hotel. It was about five hours drive for me if I went straight from where I lived. Elizabeth was a very cautious driver so although she lived closer and with better roads I reckoned it would take her six hours if she went in her car. She wanted us to both go with Vanessa in Vanessa's car. Vanessa had a big comfortable BMW (she'd got a good settlement from her philandering ex) and was a confident driver so that was a pragmatic arrangement. The only problem with it was that I didn't like Vanessa, didn't want to spend four hours in her company going there and the same on the way back or be beholden to her for the lift. I categorically refused and threatened not to go at all. Elizabeth worried that if she and Vanessa went together without me then I'd find some last minute excuse not to go. I think she knew in the back of her mind that I was growing cool on our relationship. All very petty but that's what we ended up doing. And although I was indeed tempted to pull out I made my own way there and Vanessa and Elizabeth cruised down together. I made sure I checked in first to avoid any curious stares from the reception staff – double room with a woman thirty six years my senior. The room was quite sumptuous – it needed to be as it was bloody expensive although Elizabeth was paying half the bill. Elizabeth and Vanessa arrived about half an hour later. I went down to bring up Elizabeth's bags - she'd brought three for a two day stopover! I also got volunteered into taking Vanessa's up as well. Vanessa's room was in the same corridor as ours and few doors down. She looked at me as if I were a dog stain on a new carpet. "Be very careful with those bags and don't' break anything!" she barked in her irritating nasal voice. I glared at her, hating her for being the horrible rude cunt that she was and at the same time fascinated by her striking appearance. She had a simple white top on, her breasts were prominently on display and I could make the outline of her white bra underneath. She wore a simple pale green cotton skirt that came to her knees. I was tempted to both smack her one and throw her on the bed and fuck her but of course I did neither. "Thank you for bringing my bags up, John," I said sarcastically mimicking what she should have said and then,"That's all right ,Vanessa, it's my pleasure," in my normal voice. She glared back at me but she knew that I'd hit home. She was being abominably rude and she looked a little shamefaced as I left the room. I was in a filthy mood. I told Elizabeth what had happened and she sighed and made excuses for her friend but it didn't stop her going down to the bar to catch up with old friends and relatives. I feigned tiredness and stayed in the room and watched TV cursing my folly at ever agreeing to the whole thing. I'd just turned in and put the light out when Elizabeth returned. Being the considerate person she was, she was as quiet as possible getting ready for bed and didn't put the light on. She clambered on to the king size bed. "Are you awake?" she whispered gently. "I am now," I replied rather disingenuously and petulantly. "Are you all right?" "No. I'm lonely," but this time not in a petulant tone of voice. She moved over to my side and stroked my chest. "May I keep you company?" she asked playfully. "Well you can get that off for a start," I said tugging at her long cotton nightie. I'd gotten her out of the habit of dressing for bed. It was typical of Elizabeth's sense of propriety that she chose to wear a nightie when staying away from home. She quickly removed it. I hate making love in the dark. She preferred the dark as it hid her wrinkles and sagging flesh but the wrinkles and sagging flesh of her ageing body were what I desired so I put the bedside light on. I drew her to me and we embraced, kissing, our hands wandering over each other's bodies. I kissed her neck and then her shoulders and then her breasts and then her belly and then back up again visiting each sacred site in turn. Simultaneously my hands were in her nether region stroking her thighs and her bush, probing but not penetrating with my finger tips. I started lightly scratching her back moving my fingers up and down towards her buttocks where I lingered for some time before moving to her back and shoulders again then round to her breasts. She raised herself up so that I could have better access and I continued to softly knead her large white breasts, caressing her aureoles and circling her dark pink nipples with my finger tips, now and then pulling them slightly without tweaking. She was getting excited now and climbed on top of me straddling me but not yet impaling herself on my engorged and rigid dick. She leant forward to kiss me and I continued to pump and squeeze her tits. I moved my hand lower and put my finger inside her. It slid in without any resistance – she was ready for it but I lingered in there for few minutes stroking backwards and forwards. She moved back and sat slowly and carefully on my cock which slid in almost as freely as my finger had. We moved backwards and forwards for some time. Her aged and lined face above me and her bright blue eyes gazing into mine. I could have gone on for some time but her tide was rising and she quickened the pace her face contorting with passion and ecstasy as she came. She almost slumped upon me, worn out, as I carried on thrusting and after a few more charges I came myself. It had been nearly six days since we'd last made love so I had a lot to give and I jismed and jismed and jismed. The wedding ceremony started at 11 but Elizabeth need time to prepare so there was no time for fooling around in the morning. We had breakfast in our room and then got ready. Elizabeth, being a woman, took quite a long time over this. I have mentioned that my own dress preference was scruffy through to casual. Elizabeth never objected to this but I'm sure that it was one of the reasons that Vanessa took an instant dislike to me. Women of her generation like men to be well groomed. However when the occasion called for it I could and did dress well. I had a charcoal grey suit in a modern cut and good condition. I put on a crisp white cotton shirt with double cuffs and quality gold cuff-links all off set with a red silk tie and black leather polished shoes. I never considered myself as really good looking – I'd always relied on my sense of humour to make myself attractive to women – but I was young, slim and had a mop of reddish brown curly hair. Today I didn't look bad or at least I looked as good as I was ever going to get. Elizabeth took forever to get dressed but it was still before 10 o'clock so we had a little time. Finally she was ready (except for her big wide-brimmed hat that English women always wear at weddings). She wore a mauve dress with white swirls in the pattern. The sleeves were loose and neither long nor short but came down to her forearms. The hem of the skirt came came down to the middle of her calves and swished teasingly as I liked it to do. Her stockings were, I thought at first, light grey but then seemed also to have a faintly mauve tint. Her shoes were white.. The dress plunged modestly at the front to show off her ample bosom that sagged a little less than normal (I guessed she was well strapped up underneath) and her figure was accentuated by a broad white belt across her middle. Her hair was coiffed but not too artificially so. She had white pearls around her neck and also wore expensive looking earrings with amethysts and diamonds in them (I remembered that I had given her them as a Christmas present and yes they were expensive). Her lipstick was scarlet red and I was glad she hadn't tried to match that with her dress. Red lipstick is one of my turns-ons. She looked lovely and elegant, almost beautiful. I caught a glimpse of the real beauty she must have been forty, thirty or even twenty years ago. She looked at least ten years younger than her sixty-four years. As I gazed at her so she looked at me. She'd never seen me dressed up smart and I could tell she was impressed. "My god, you're lovely!" I exclaimed. "Oh, oh, you're beautiful!" she breathed in a low voice. Beautiful?! I did not think that I even qualified as handsome but as they say beauty is in the eye of the beholder. We stood transfixed and quite moved by each other's loveliness. We were about two feet apart and I raised both her hands in mine and kissed them. Unconsciously we started to touch each other very gently, tracing our fingers over each others bodies. I touched her arms: she touched my chest. I touched her hips: she caressed my face. I very lightly ran my fingers over her bosom. She took my hands, kissed them and then returned them to where she had found them. I drew her to me to be closer and we kissed very gently and slowly and then more deeply and passionately. I was oblivious to anything else and it felt as if time had stopped still. As I embraced her I realised that she was quite firm underneath and had on a corset (I found out later that the correct term is corselet) on to hold her tummy and all her other floppy bits in. This meant that the only way to get in was to go down and then up. I manoeuvred her on to the bed. "We'll be late," she murmured. "Time enough," I said and, "Wedding be damned!" to myself. Nothing but nothing was going to stop me now. As we lay on the bed I rummaged under her dress past all the petticoats and slips or whatever it was that she had on. I felt her stockings and thighs and then the bottom part of the corselet and then her silk panties. I had to look and I raised the hem of her dress right up so that she was completely revealed. It was a fantastic sight and I could not resist diving in and kissing them all in turn. First her stocking and I ran my tongue from knee to stocking-top to bare thigh and pressed my face into her pure white clad crotch. I used my fingers to massage and caress her bush and the cleft inside I tried to draw her panties off but it was too fiddly for me and she did it herself and rolled up or otherwise moved the corselet. I was exposed to her old naked pussy thatched with black and grey hair. I put my head back where it so obviously belonged and lapped and lapped away with my tongue. Raising my head I inserted one then two fingers and then my thumb spreading her pussy juices all over her clit as I brought her to orgasm. Hurriedly I kicked off my own shoes, dropped my pants and briefs without taking them off and lay on top of her and penetrated her. It did not take me long to erupt inside her. We lay there for a while and then started up as we realised the time. It was 10.45! All the guests would be seated and awaiting the entrance of the bride. We needed to clean ourselves up and Elizabeth needed to reapply her make-up as her lipstick was all smudged. It did not take me too long but it was 11 o'clock as we left our room and hurried to where they were having the wedding. Fortunately the bride was late (as they always are) but we were still the last guests in. We sat next to Vanessa who had kept our seats free. She looked at us both slightly disapprovingly and whispered something to Elizabeth who was flustered anyway and now looked more so. She muttered something back. They both tittered away and Vanessa cast me a knowing and for once not hostile look. Little to tell about the wedding itself. The photographs took forever to take as they always do. We finally sat down to eat at 2 o'clock and I was hungry, thirsty and bored. The meal was very good however and there was lots of champagne and wine on offer. I noticed that Elizabeth, who normally did not drink very much at all, was getting well stuck into the champagne. We shared our table with five other people including Vanessa who unfortunately sat opposite me. She was dressed in a pale green outfit with a white blouse and of course a green and white hat to match. She was not as well turned out as Elizabeth but looked OK and actually better than most of the other women there regardless of age (the bride was a skinny insipid blonde with a weak chin and a posh voice and I never gave her a second glance). My first impressions of Vanessa were reinforced: firstly if she smiled more she would be quite handsome for her age - she was late fifties but looked about five years younger; secondly she had a fantastic set of knockers. Her blouse had no collar and opened at the front to reveal her magnificent cleavage. There was that little crows foot wrinkle at the top that busty old women often have. I found it a real turn on and found my eyes being drawn there unwillingly. The other people on our table - two couples and an old uncle didn't know any of us. This table was obviously the ragbag of distant relatives and our table was right at the back of the room. Conversation was therefore a bit stilted at first but as the wine flowed our conversation got a bit jollier. My inhibitions go after very little drink and I loosened them all up with my jokes, banter and slightly ribald conversation. The old uncle and I hit it off in particular and we were a good double act making the whole table laugh and indeed people at the other tables looked at us in slight envy because we were obviously having such a good time. Vanessa for once didn't cramp my style and laughed along with the rest of them. It was quite warm in the room and she had removed her jacket. So when she laughed I had a great view of her tits wobbling away in mirth. The little wrinkle at the top of her cleavage winked at me I swear. Elizabeth would normally have restrained me because other than in our intimate moments she was quite prim and proper but she was on at least her third glass of champagne and was half tipsy and so giggled away with rest of them. By the end of the meal we were all in a very good mood, relaxed and merry but not too drunk except perhaps Elizabeth, who had now had four glasses of the really quite good champagne (Krug, I think). Then the speeches started and they were all quite dull but of course there was a toast at the end of each one. After the speeches the bride and groom went off for more photographs and the guests went off and did their own thing until the evening do which started at 7. Some just stayed chatting at their tables until gently chased away by the hotel staff. Others went for more drinks at the various bars that seemed to be dotted about the hotel. Some guests went outside to enjoy the summer sunshine and go for a stroll in the beautiful grounds of the hotel. I suggested to Elizabeth that we did just that as I did not think she should have any more to drink. Too late - the silly cow was pissed as a fart! She'd had seven glasses of champagne which is about three quarters of a bottle and not being used to drink anyway it had gone straight to her head. I tried to get her to walk it off but she was staggering on her feet and so with Vanessa's help I took her back to our room and put her to bed. I was quite annoyed. Just when I was starting to enjoy the do she'd gone and spoiled it! I stayed with her but she soon fell asleep into a drunken stupor. I made sure that she was lying on her side so that she didn't choke if she threw up. It was late afternoon. I had nothing to do. Being the summer there was no football to watch on TV and none of the films on appealed to me so I was bored silly. I remembered that I had a book in my car so I went down to retrieve it. I stopped and chatted to some of the guests. The older women in particular were intrigued and quite nosey I thought. "Oh so you're Elizabeth's young beau!" one of them exclaimed tactlessly but good-humouredly and proceeded to ask me some impertinent questions. I fended them off with innocent and inane answers but I was quite relieved when Vanessa came up and rescued me. She wanted me to stop and chat but I protested that I needed to go back an look after Elizabeth. "She'll be all right," she said a little callously. "She just needs to sleep it off," and putting her arm in mine she led me back to the bar bought me a drink and then chatted to me much more attentively than she'd ever done before. I wondered if she were drunk too but she did not seem so nor was she knocking the booze back as Elizabeth had done. I did pop back to check on Elizabeth from time to time. Whenever I returned I tried to mingle with the other guests although I only really knew the ones who had been on our table. Vanessa always managed to find me without being too obvious about it. The evening meal was a buffet, not as nice as lunch but it stopped me getting too drunk. Soon after that the disco started. This was something I'd dreaded. I hate dancing with a passion and I especially hate the shite music they play at wedding discos. I wondered why, when they had gone to all that expense for everything else, they had not hired a decent band. Lack of taste and imagination I supposed. "I suppose you're a boring old fart who doesn't like dancing," said Vanessa to me. "Not at all!" I lied, "I love a good bop. Will you join me?" As I led her on to the floor I noticed that all the men had buggered off to the bar and there were only young girls and old ladies (and me!) dancing. I felt trapped by the situation but the only alternative was to walk out and I wanted to see where this little adventure with a new and nice Vanessa would lead to. Not only do I not like dancing but I don't think I'm very good at it either (well that's what other girlfriends have told me). However that night I was good enough and soon quite a few of the other old biddies were dancing with us too and I was quite the centre of attention. I was a little self conscious and uncomfortable with this and tried to leave after each number only to be summoned back by them especially Vanessa. Eventually there was a special number for the bride and groom so we all vacated the floor and watched them do their stuff. The second number was quite slow and Vanessa got me up and danced quite closely with me her big breasts rubbing against my chest. As she pulled me closer her upper thighs pressed against my stiffening cock. She knew exactly what she was doing. When the lights went lower for an even slower smoochier number she pulled me closer still and her hand dropped to my lower back and she surreptitiously fondled my bum. Perhaps I should have made my excuses there and then and beat a retreat but as I said before I am weak-willed and led by my cock. I did cool things down by going back and checking Elizabeth who was still snoring. I got Vanessa a drink and we went outside into the warm evening. I'd had enough of dancing and it was too warm in the main room. We chatted a while on the terrace, not hidden but away from the rest of the guests. A pretty young woman ran by laughing followed by one of her companions. They were two of the bridesmaids. An English Matron Ch. 04 "That's the sort of girl you should be with," said Vanessa. "Nah, very pretty but much too skinny for me. I prefer women curvy." "And older..." she said. "And older," I acknowledged boldly and looking her in the eye, "they're warmer, less flighty and more loving." "And curvier too," she observed. "Not always - the scrawny ones don't do anything for me." She smiled as she knew I was referring to Gladys, one of her and Elizabeth's friends who was quite scrawny. She returned to our little game: "So you're a breast man, not a leg man." "I am a leg man...and a breast man and..." I let my eyes linger on the generous curves of her large breasts tempting me in the dusk, "...a mouth man," and I leaned forward and planted a kiss on her lips. "Does that answer your question?" "Yes it does," and she put her arms around my neck and we kissed slowly. I could feel her breasts against me again and I hardened. Suddenly we were interrupted as the giggling bridesmaids ran past us again although they didn't really notice us and the sound of shouting and clapping came from the ballroom. "We'd better go back inside," she muttered and I thought we'd lost the moment. The bride and groom were leaving and we formed two long lines and clapped them out of the room to their waiting car outside and they drove off. The party was still going full swing and I guessed that they would continue for some time although it was nearly midnight. "Are you staying to party or are you turning in?" I asked. "What are you doing?" "Well, I hoped the same as you." She gave a little girl smile that I'd never seen on her face and which was quite incongruous on someone otherwise so confident and bossy. "It's not right." "I know but just this once." I turned to go along a corridor that led to the bedrooms and she followed a few paces behind. The other guests were having a whale of a time and nobody noticed us slip out. I did stop in to check Elizabeth. She was still sleeping noisily and unmoved since the last time I checked her. I felt a small pang of conscience but quickly suppressed it. Vanessa waited outside in the corridor for me. "Is she OK?" guilty concern was on her face. I nodded and I followed her back to her room just a few doors down. It was a smaller room than ours but not by much. The door had scarcely closed behind me when she moved in on me, embracing me and kissing me and running her hands up and down my back underneath my jacket. I shrugged my jacket off as did she and we kissed passionately, tongues right down each others throat. She moved her hands over my chest and undid my shirt and tie and pulled them off. It only seemed fair to do the same to her although I did it slowly as I wanted to savour the moment. It was great holding her massive boobs in my hands. I took her blouse off and there they were in a really sexy white bra. I could see the top half of her aureoles and nipples through the lacy pattern of the fabric. I teased them with my finger tips. By now she was tugging away at the zip on my trousers and she reached inside and started squeezing my hard cock. I reached round her back and undid the fastenings of her dress and let it fall to the floor. She was wearing very light tan tights with white panties underneath. I kicked off my shoes, dropped my pants and moved her over to the bed. We lay cuddling and kissing still in our underwear but enjoying each others bodies. Then I did what I had wanted to do for several months. I removed her bra and feasted my eyes on her glorious tits. Her skin was very lightly tanned and her aureoles were brown and the nipples purple. Given their size they were were quite firm. Of course they sagged a bit - the laws of gravity do prevail but I can honestly say that they were the best pair of knockers I had ever seen in the flesh. I paused fascinated by their beauty when she grabbed the back of my head and pressed my face into her tits to suckle. She knew what I wanted. As I took her left breast into my mouth I stroked and caressed her thighs and then ran my hands all over her crotch, pressing in gently with my knuckles where I knew her pussy was. She squirmed and pressed her legs together trapping my hand and not letting it leave her treasured place. After some time of feasting on her breasts and caressing he pussy I thought we were ready for the next stage and I quickly removed the rest of my clothing and then slowly peeled off her tights. I kept her right foot in my hand and kissed it along the sole and then gave little kisses and nibbles all the way up her calf and then more slowly up her thighs, enjoying the feel of her soft skin on my face. I finally reached the top of her legs and could smell her pungent old pussy. I slid her panties off and after a little gentle probing inserted two fingers into her. She was warm and wet and I finger-fucked her slowly, maintaining contact while I clambered up beside her to kiss her breast again. She grabbed the back of my head again and bucked and quivered as she came. I wasn't finished and mounted her quickly. She wrapped her legs around mine forcing me to lie right on top of her soft quivering mounds. Her nails raked my back hard but just short of painful. We kissed again and I came and came again inside her. We lay half embracing side by side exhausted for the time being. "Until today I really didn't think you liked me let alone wanted to go to bed with me." "I didn't really. But I was all mixed up. Ed really screwed my mind. I thought you were too scruffy and not good enough for Elizabeth and I was also jealous that she was with someone. Then you looked so different today." Ed I guessed was the philandering husband. The rest of the explanation sort of made sense but I've never succeeded in fathoming women out. I half turned and kissed her. "Well I'm glad you changed your mind but we can't do this again, you know." "I do know," she said almost sadly. "It wouldn't be fair to Elizabeth." "You're moving on soon though aren't you?" "I am but I didn't think it was that obvious." "I just had a feeling that you would be." Silence. "I'd better go back to my room." "Not just yet," and she raised herself up one arm to look down on me bring her magnificent breasts into sight again. "Please..." What should I do? Elizabeth might have sobered up by now and come looking for me? There were still faint sounds of the party still going on. Vanessa started stoking my chest looking at me almost pleadingly. So here am I in bed with my lady friend's best friend and she wants me to do the dirty deed again. Should I leave or should I dig myself in deeper? Reader, I fucked her (to paraphrase Jane Eyre). Actually it was more that she fucked me. I raised my hand to touch her face and Vanessa leaned over me to kiss me. Soon she clambered on top of me and sat astride and allowed me to play with and caress her gorgeously large boobs. She leant forward to kiss me again and her great mounds spilled on to my chest. I lightly raked her back with my fingers and then moved down to her bum. Vanessa had quite slim hips and buttocks in proportion to her tits but there was still quite a handful there for me to squeeze and tickle. I was fully erect by now and my dick started to poke against her thighs. She wriggled herself back until my head was against her pussy lips and then further back still until I was inside her again. She raised herself until she was upright and started to bounce up and down on my cock slowly at first but then with more speed and vigour. Had I not just come only about thirty minutes ago I would have come again at the sight of her great big tits wobbling up and down as she pogoed on my cock. I raised my hands to her tits again, squeezing them and pulling slightly on her nipples. Then I shoved my hand underneath her belly twisting my wrist and finding her clit with my thumb. She didn't just bounce ,she writhed and then paused as her orgasm rose and then crashed against the shore. Her clit pulsed against my thumb and her head was down and her grey-blonde hair hung over her face as she recovered. Still keeping a tight grip on my cock she leaned forward to kiss me again and the started a slow rocking motion. Her great big knockers slapped against my chest. The air was a heady brew of the smell of our sex, the gentle waft of her perfume and her own earth-mother fragrance. I breathed it all in and it overcame me as her tits lapped into my face. I thrust up my hips and emptied myself into her. What a great fuck! "That was truly marvellous," I told her, "but we really can't do this again and I must go." She looked at me ruefully but I got out of bed and had a quick shower - I did not want to go back to Elizabeth smelling of Vanessa! We looked at each other as I left but exchanged no more words and I went back to our room. Elizabeth was still half asleep when I got in. "How do you feel now?" I asked. "Terrible! Oh I'm so sorry!" "That's OK I had quite a good time," I said disingenuously. She did not stop to chat but left to go to the bathroom and I heard her throw up. She spent most of the rest of the night praying for death before the big white phone. I did what I could for her but it meant I got very little sleep myself. Finally when she had retched up everything she could and more she came back to bed and we fell asleep about 5 a.m. We woke about 9. Elizabeth still felt rough and just wanted to get home as soon as we could. She rang Vanessa and said if it was all right she would go back with me. I didn't quite understand this as it would have certainly been easier me to have gone straight home and she might have preferred Vanessa's company to mine as she was quite embarrassed by the whole thing. Perhaps she thought Vanessa might tell her off. Anyway whatever the reason it was decided that I should take her back. Vanessa was very kind and solicitous. She was heading off at the same time and and helped bring our bags down. I grumbled again about the fact that even though we had only stayed two nights Elizabeth still had brought at least three bags with her. The journey home was uneventful except Elizabeth had to stop to throw up one more time. She kept apologising and I said not to worry and that actually I'd had quite a good time and I relayed all the conversations I'd had with the various relatives. There was quite a bit that I didn't tell too. I helped her up to her flat carrying all her bloody luggage. When we got in she just laid on the sofa. She really was not very well but all she need to do was keep hydrated and rest. I wanted to be off and was trying to find an excuse to leave early. Just then the phone rang. It was Vanessa. She'd lost one of her bags and had we taken it by mistake? It seem that we had. I couldn't quite work this out as it was Vanessa who had brought our bags down for us. Elizabeth volunteered me to take it over. I smelt a rat and grumbled. "Oh please do this. It's on your way home and you told me that she and you got on a lot better now". ("Hmm well if only you knew!" I thought to myself). Anyway it did give me an excuse to leave so I kissed her cheek and promised to come over mid week. I had now determined that the next visit would be the last but she wasn't really in a fit state for me to dump her just now. As I drove to Vanessa's house I grew convinced that she had deliberately planted her bag in my car. Women - they're so cunning! If she was up to what I thought she was up to she was going to be disappointed as matters were getting far too complicated for me. I mused on her morality as well. All I did was shag Elizabeth but Vanessa was her best friend! Vanessa was very pleased to see me. She was wearing pale blue denims that fitted her hips well and a plain white tee-shirt. Her titanic tits stood proudly and firmly on her chest. There was no sag and I thought that her bra straps must be made of piano wire to keep them up so firmly. I tried not to let my eyes rest on them (too much). "Oh thank you so much I can't think how it got mixed up with Elizabeth's bags. Do come in!" she held the door open wide and invitingly. I was quite reluctant. "Oh don't' be silly I'm not going to kidnap you." I wasn't so sure but I entered with some trepidation. She offered me a drink and a bite to eat. I politely declined both and then treacherously, my stomach rumbled. Actually I was starving. It was the middle of the afternoon and I'd skipped breakfast and lunch to get Elizabeth home quickly. "You must be hungry. How about a bacon sandwich?" Well, bacon sandwiches are one of my favourite foods so I did agree although I was still quite uncomfortable. Anyway she fussed and mothered me and made me a nice sandwich with wholemeal brown bread just the way I liked it. We chatted a while and then I stood up to go. She made no move to stop me. I stood just before her front door and gave her a peck on the cheek. Fatal mistake. She put both arms around my neck pressing her tits against my chest and kissed me firmly on the mouth. After a second our mouths opened, lips still pressed together and tongues in playing with each other. Even the act of breaking off our kiss just gave her boobs a little more room to jostle against my chest. It was a warm summer day and I only had a thin tee-shirt on myself. Retreating to the sofa she sat down and quickly pulled off her tee-shirt. She was wearing a white see through bra and I could see her large nipples crushed against the sheer white fabric. I knelt down between her legs and plunged my face into her cleavage getting high on her soft creamy flesh and her wonderful sexy perfume (I never did find out what it was). She moved her hands over my back and I reached behind hers to unclip her bra and then gazed, adored and worshipped her breasts as they flowed out. I sucked each of her big organ-stop nipples in turn, moving my lips over her aureoles and flicking the end of her nipple with my tongue. She reached down and started stroking my cock, unzipping my jeans and rubbing it through my briefs. Soon she got her hands on my naked flesh and quite vigorously pumped and stroked my cock. She yanked my pants and briefs down to my knees and I did the same to her. I rubbed the back of my hand against her thin white cotton panties. I felt like I was on a runaway train. Standing up I quickly removed all the rest of our clothing and knelt down again. She sat on the edge of the sofa and we were just the right height to commit full penetrative sex. And penetrative sex we did. We humped away like billy-oh. She gave little cries each time I thrust. Her breasts lapped against my chest and upper belly. She hooked her feet around the back of my thighs and pressed me closer. She was nearly howling now although not loudly. "Come!" she cried either as a statement of what she was doing herself or a command. Either way I did and I did and I did. As we disentangled ourselves she gave me a beautiful and satisfied smile. She really was very good looking. Only her the lines on her throat and around her eyes and mouth betrayed her fifty-nine years. "We really can't do this again," I told her and she just gave me a little non-committal smile and I left. It was great sex with Vanessa but as I drove home I knew that I was going to have to finish my affair with Elizabeth and that did mean not allowing anything further to happen with Vanessa either. I rang Elizabeth the next day and she was much better. I arranged for me to come over two days later. I wasn't looking forward to it but it had to be done. On Tuesday we had a bit of an operational crisis at work and I knew that I would have to work late for a couple of nights to get it all fixed. I rang Elizabeth to tell her but she didn't pick up the phone which was unusual. I tried several times through the day but still got no response. On Thursday I'd got my work situation sorted out but was starting to worry a little as I could not get through to her. In the evening my phone rang and it was Vanessa! I was quite surprised as I had not given her my phone number. Elizabeth had been taken to hospital with an inflamed gall bladder. She'd had major surgery to remove it and was now recovering. I was quite alarmed but Vanessa assured me that Elizabeth was OK and that she should be out of hospital by the weekend. I said that I'd go and visit the next night and she told me where the hospital was. I got there early evening. Elizabeth looked quite poorly but was pathetically grateful to see me. Vanessa was there already. She worked nearby and had come straight from work. We all discussed what had happened and how dreadful it had all been. It also emerged that Elizabeth's children were coming to see her tomorrow and look after her for a few days once she was discharged. I decided to keep a low profile and avoid their presence. We'd never met but I understood that they disapproved of me. I could understand this. I would not have wanted my widowed mother being pork-sworded by a much younger man. Selfishly my thoughts returned to sex. Elizabeth looked all of her sixty-four years. I knew that even if I hadn't been going to ditch her that I would not have been able to get my end away for several weeks. Vanessa by contrast looked lovely. She wore a simple green woollen top and a white dress with green and pink flowers on it. Her heavy breasts were so beautiful on the eye. I noticed the little crow's foot at the top of her cleavage that had so beguiled me at the wedding. I'm sure that she caught me eyeing her up as she chatted to Elizabeth because a slight knowing smile stole across her face from time to time. Elizabeth remained oblivious to it all she was just grateful that we had come to visit. Visiting time finished at 8 pm so we were soon shooed out by the ward sister. She was short and plump in a well-proportioned sort of way and I had a brief fantasy about shagging her. Nurses uniforms! Why do they turn guys on? Vanessa caught me letching at the nurse and rolled her eyes. Before we left Elizabeth asked me to take Vanessa home as she had taken a bus into work rather than driven. Apparently this was her usual practice owing to the poor parking facilities and the likelihood of vandalism in this part of the city. "Of course! I'd be very happy to and after all she's been so kind to you this week," I responded. Shameless, false and black-hearted hypocrite! That was me! Vanessa and I both kept our faces deadpan but I guessed what was going through Vanessa's mind. All my steely resolve never to touch her again evaporated instantly and my balls tightened as they anticipated what might lie ahead. I kissed Elizabeth guiltily on the lips and left with Vanessa. I suggested we go for a meal as neither of us had eaten but she wanted to go straight home but promised me she would cook me something. I wondered what! She went straight into the kitchen to prepare dinner. I offered to help but she refused so I sat on the sofa and read a paper. After about half an hour she came out of the kitchen and sat on the sofa on my left. "Dinner will be about an hour." "Oh! What shall we do in the meantime?" "I cant possibly imagine." She looked at me and smiled her beautiful sexy smile. The wrinkles about her eyes just enhanced her sexiness. Holding her gaze I did what I'd wanted to do all evening and turning towards her I put my right hand on her left tit, holding the weight in my hand and gently rubbing my thumb over where I guessed her nipple would be. I was out but only by a few millimetres and as it rose up to greet me I gave it the attention it deserved not neglecting the immediate surroundings. Vanessa leaned towards me and we kissed long and slow while I still ministered to her breast. As I had come straight from work I still had my suit and shirt and tie on and she soon started peeling them off. When she started on my shirt I had to get more involved and lifted her green woollen top up and over her head. Her bra was satin and ivory coloured and it held her two beautiful globes up with distinction. Her nipples tried to escape from underneath the material like submerged volcanoes. Her lightly tanned flesh contrasted delicately with the pale ivory of her bra and the warm scent of her body wafted up. I had to kiss her breasts, I had to worship them with my hands and mouth. The crow's foot at the top her cleavage beckoned me and I kissed it and lower my face into the valley below with my hands on each breast. An English Matron Ch. 04 Vanessa was now animal like in her passion, biting me not too gently on my chest and then moved down to my stomach. She quickly opened my pants and planted her soft and luscious lips on the end of my engorged cock. She licked, she sucked, she teased, she pumped and she held my balls firmly but tenderly. I could really have gone all the way. As she bent over, feasting herself on my dick, I undid the clasp of her bra and her breasts cascaded down. Kneeling before me she held one breast up in each hand and let me titty fuck her. Again I could have gone all the way but the night was yet young. I kicked off my trousers and shoes. I knelt before her and she gazed down on me with predatory approval and slowly inch by inch she raised the hem of her white billowy skirt. Past her knees, now showing her mid thighs and then glory to behold her ivory white panties, her pussy bursting underneath and inviting me in. I got closer and put my hands behind her cupping her buttocks and kissed the top of her thighs, her pungent panties only millimetres from my face. I rubbed by nose up and down her panties feeling her soft but wiry hair underneath, I pressed with my nose and licked with my tongue against the ivory satin. With my hands I started to peel them off from behind. As they slipped down my tongue darted into her warm soft cleft and I inserted two fingers into her sopping, gooey, sticky cunt. She sat back on the sofa and I had full and unrestricted access to her marvellous minge which I ate out delicately but hungrily - if only my tongue was as stiff and long as my aching cock! As she came I thrust my face back in and lapped her juices which smeared itself all over my cheeks and lips. As I raised my head up I realised that she'd been screaming with pleasure - I hoped the neighbours hadn't heard. I moved in for the kill with my harpoon but she restrained me. "No I'm too sensitive there now!" she said intensely. Making me lie on the sofa she knelt over me with her skirt raised up and her aged fanny about six inches over my face. She resumed her cock-feast of a few minutes earlier but the sight of her beautiful old cunt just before my eyes meant that I could not hold out very long And the next time she touched my head with her lips I spurted into her proud and beautiful mouth. We cleaned ourselves up. We'd overrun our hour a little but not enough to spoil the dinner (some sort of Mediterranean baked fish with rice and vegetables I seem to remember). We kissed and fondled each other a bit before I left. But I didn't stay the night and we did not arrange to meet up or take the relationship further. It seemed odd but also something we were both comfortable with. One fuck at a time so to speak. Although not in use at the time (at least I'd never heard it being used) the phrase fuck-buddies might have described us well. I rang Elizabeth the early the next week. She was out of hospital and much better and her son and daughter had just gone back home. I arranged to come over on the Saturday. She didn't look too great and some of the sparkle had gone from her - only to be expected after major surgery. After polite enquiries about her health ,I did not beat about the bush and told her that our relationship was over and that I wanted to move on. She took it as well as could be expected but she cried a bit and said she'd always known it couldn't last. She asked if there was somebody else and I answered that there definitely wasn't. Sort of true because I'd already decided to ditch her before I got off with Vanessa and also because I had determined to end it with Vanessa too. (It still felt like great big whopping lie though). I left and did not look back. She was a sweet old lady and very sexy but my passion had run it's course and she never featured in my long term plans. As I drove off I wondered how to break it off with Vanessa. I could go and see her, write a letter, ring or just not make any contact at all (the coward's way out). I was tempted by the last option and I did not owe her anything. Then I asked myself how I would like to be treated in such a situation and decided that the decent thing would be to say goodbye in person. So I drove over to Vanessa's house hoping she was in and alone. It was a late summer's day (nearly a year to the day since I had first met Elizabeth) and quite warm. She was in her front garden pottering about. She had on a simple white tee-shirt under which I could see the fabric of her massive bra that seemed to be of a dark colour. She also wore a denim skirt that stopped above her knee. Quite short for a lady of her years but she did have great legs. She was quite surprised to see me. "And to what do I owe this honour?" she said in her bossy slightly sarcastic manner although she smiled as she said it. "I've come to say goodbye." "Goodbye!?" "Yes I've just broken up with Elizabeth and well I simply won't be around any more." She was not best pleased at this and motioned me into the house to discuss things in more privacy. Inside I explained how things had to be. I wanted to move on and our relationship was not tenable given her friendship with Elizabeth (and although I didn't say it we were not really going out together just stealing the occasional sly fuck). A look of regret and resignation crossed her face. "Well that's it then! Off you go I suppose." I made as if to kiss her cheek but she would have none of it and flinched away. I walked out of the room. I was just through the door when she called my name. I turned and there she was standing in the middle of the big living-room. She had taken off her tee-shirt and stood there in a purple bra. The bottom half had lacy patterns and supporting panels but the upper half of each cup was sheer and I could see her nipples underneath. Her short denim skirt showed off her tanned legs and her bare feet. I noticed that shed painted her toenails the same purple colour as her bra. "One last time?" she asked. She tried to look defiant and sexy but there was a little girl lost look on her face (she did succeed in looking sexy though). One last time is always bad news. It just makes the final breakup even harder. However as you know I am weak-willed and easily led by cock. I turned back towards her. We held each other and then embraced and we kissed gently and unhurriedly. I broke off and gazed into her eyes and the started kissing her neck and shoulders. I put my hands behind her and fondled her bum through her sexy denim skirt. She raised her thigh and put it between my legs pressing on my hard cock. I nibbled her ear then her neck and moved back to her mouth and we kissed more passionately our tongues thrusting and probing. She started to pull my tee-shirt up and over my head. She kissed the top of my chest and then a little lower letting her tongue tease my nipples. I raised my hands to undo the clasp. Her massive tits flopped out. Vanessa retreated to the sofa and lay back looking seductively at me. As I stepped forward she put right her foot up and pressed it against my cock. I caught her foot in my hand and got down on one knee. I kissed her foot. Looking along her long tanned legs I could see her thighs parted and her dark panties underneath her skirt. I kissed the side of her foot and then ran my tongue slowly over ankle and up her calf, kissing, nibbling and lightly biting her flesh as I made my way up. By the time I got to her knee I could see that her panties were the same shade of purple as her now discarded bra. I carried on up her thigh. Her skin was not so taut as it probably had been thirty years ago but was still lovely to my eyes. Short and sexy as it was ,her skirt was getting in the way so I quickly removed it. And there she lay with just her purple panties on, gorgeous to behold. They weren't skimpy panties. They were full size mature women's panties with elasticated panels to keep her lower tummy tucked in and they looked fantastic on her. I gazed at them reverently and then knelt down between her legs to worship her womanhood. I kissed the tops of her thighs catching the strong and pungent fragrance that emanated from her. I kissed her bare belly and then her lower belly trapped by the purple elastane. I kissed her panty-covered pussy and ran my fingers over it lightly and then deeper between her legs. It was time. Time to do what I was put on this earth to do and that is eat some pussy. I pulled off her panties and beheld her gloriously naked muff. I kissed her belly again and then ran my tongue down to my desire, to the centre of the known universe, her gloriously tasty, salty juicy pussy. I caressed her lips with my finger tips and inserted my forefinger ever so gently and slowly into her. Leaning forward I licked her clit, I kissed her clit, I nuzzled my nose against her clit. Her warm earthy sexy fragrance almost overpowered me. She put her hands in my hair and pressed my face into her. I licked from just below her butt-hole, along her perineum and into her cunt. I did this several times with my tongue and my fingers. I tongue fucked her; I finger fucked her; I nose fucked her; I face fucked her. Finally with two fingers rammed up her sloppy cunt I went to work with my tongue on her clit until she came and came and came. I needed attention too. Given that this was our last time together I wanted the feel of her tight old pussy around my bare cock. Last time she said she was too sensitive for it but this time I didn't care and I moved to mount her. She raised her feet on to the sofa and I lay on top of her and then quickly penetrated. I tried to last as long as I could and I slid in and out of her almost effortlessly for five or ten minutes enjoying the sight of her magnificent tits quivering below me. She hooked her legs behind mine and pulled me down so that I lay on top of her, crushing her breasts into my chest and her hands raking my back. Her old pussy squeezed and squeezed my cock. "Come inside me! Come now!" she commanded, gasping and I spurted into her womb. She continued to grind away and came a second time herself just as I was starting to become less rigid. We lay together for a while sometimes kissing but it was now over. I got dressed, mumbled a few goodbyes and headed for the door. There were tears in her eyes as I left and I did feel quite uncomfortable. Mind you it had been a great fuck. So it was that I broke the hearts of two old ladies in the same day. I never saw Elizabeth or Vanessa again. I gave up going to the classical music concerts so as not to bump into Elizabeth and I had no other reason to ever go back to Birmingham. Elizabeth did send me a Christmas card and a birthday card the next year but I didn't send her any. Best not to look back. Besides I had my eye on a girl at work. Early thirties - so much closer to my own age. Heart-shaped face and pert breasts. I might tell you all about it one day. An English Matron Elizabeth sat there with her big old-fashioned white slip and her big old fashioned white bra underneath. Her plump arms and shoulders were now bare. Despite their size her breasts largely remained covered apart from the upper slopes so to speak which I went to work on with my mouth moving from neck to throat and down to cleavage making sure that I still caressed where the nipples were with my fingertips. Elizabeth raked my back with her fingers and tried to move down to my bum but her arms were not long enough. I was giving her a good feel up now and started to peel off the slip little by little as I nuzzled and nibbled. Eventually it stuck so I had to take more forceful action and pull the straps down over her arms and she willingly co-operated. This action scarcely revealed much more and so I moved straight away to unhooking her bra which had about six of those fiddly little clips. I had to hug her even more closely as I reached behind her to unhook the bra and she was then able to move her hands down to my bum and she gave what I can only call a good feel up to me too. I had deliberately not worn denim so as to allow for this and her old fingers worked on me through the soft cloth of my trousers. She even started to ease her hand down the back of my pants; she then withdrew for another attempt this time succeeding by getting inside my briefs and pinching my bare buttocks. I let her indulge herself and me for a while but I was keen to see the results of my recent handiwork. I drew apart from her a little bringing the bra with me and drawing the straps down her arms. Her breasts tumbled out and flopped on her belly. I gasped, "Oh my god Elizabeth" I put my face gently into her left breast, kissing around the aureole and nipple and playing with the latter with my tongue, eventually taking it fully into my mouth where I sucked it gently. She moaned, put her hand on the back of my head, drawing me in closer "Oh my Darling, Baby," she murmured. After feasting on her left breast I moved to the right and gave it the same treatment. Her nipples were now proud and a shade of dark pink and her aureoles a red purple colour contrasting against the pale white of the rest of her skin. I raised my head and we kissed again. She hugged me tightly and raised her feet to rub them up and down the back of my thighs. She then proceeded to fully unbutton and remove my shirt so that we were fully skin to skin on the upper half at least. Time for the lower half! Elizabeth was sat now right on the edge of the sofa, her legs wrapped around mine and her skirt had ridden up a little. I put my hand up it and started lightly scratching her thigh making sure that her inner thigh got a fleeting visit. She was wearing tights not stockings but I would deal with that problem later. I started lightly stroking both her thighs with the back of my hand, not going to high for very long but always returning. She was nuzzling my neck with full gusto and continued to massage and scratch my back. I was now able to graze the underside of her inner thighs now getting quite close to the next stage but it was important as well as pleasurable to linger in this area. No point in rushing although my dick was very hard and in urgent need of attention! Elizabeth moved her hand into my pants again and started kneading my buttocks. However it was quite tight and she did not have much wriggle room. She withdrew it with difficulty and undid my front button and my zip and then returned to my bum pushing both hands down. My briefs started to slide down my hips, only held up by my boner which at this point she pretended to ignore. I started to lightly trail my fingers between her legs now but still paying a lot of attention to the rest of her thighs. I pressed lightly one or two times and then more frequently with the back of my hands her soft mound. I ran my fingers from as far back as I could and then forward over her pussy. In all this I was not neglecting her mouth and her neck and I tried to multi-task further by caressing her right breast with my left hand. She had pulled my briefs right down by now and my cock was liberated and standing proud but still unattended. She approached it a bit hesitantly at first, running her fingers lightly through my hair, pushing my cock aside with her wrist then caressing my balls. Finally she took hold of it and ran her aged hands all over it. I took this as a signal to move to the next stage. I stood up to remove my shoes and pants and briefs and she moved to the other end of the sofa and lay down facing me. I put both hands up her skirt and removed her tights and panties and skirt. I gazed down at her relishing her large soft white belly overspilling on to her abdomen with its silver grey bush and her big pale while thighs. I lay down next to her balanced precariously on the edge of the sofa and she turned to face me so that I had a little more room. We were both completely naked. I kissed her mouth and her breast and touched her hip, pressing my cock against her ample belly. I moved my fingers to her thighs again, stroking all over but particularly where her legs came together. She opened them slightly and I moved to her bush and then back to her thighs getting her quite worked up again as she started to knead my buttocks again. I started to probe more deeply and was rewarded by a feeling of moisture on my finger tips. I located her pussy lips and ran my fingers up and down spreading her juices to further the lubrication process. She parted her legs a little more and I worked further in. I looked at her face. Her eyes were shut in concentration or pleasure and her mouth half open. Elizabeth was now quite wet all around and I could put my fingers anywhere without friction but I knew that this was just the start and she needed a lot more further work. I found her button and paid a lot of attention to the surrounding areas including her lips. I now inserted slowly and gently my big finger up her vagina. She gasped and moaned and I moved it around allowing her to get use to it. I placed my thumb over her button but only grazed it keeping the attention more for the neighbouring areas but circling the button and visiting it from time to time. Occasionally I withdrew both thumb and finger and massage the whole are before returning them to their special places. Soon my index finger joined its larger partner. She was almost trembling now and very wet and she started to rock slightly in tune with my hand movements. I started to kiss and bite her breasts and she rocked more vigorously. My thumb rubbed and pressed her clit harder now and her whole pussy started to spasm as she orgasmed, crying out. I eased my hand motions to a slower gentler pace as her orgasm subsided and she moaned and whimpered softly. "Oh, my darling baby, that was wonderful" I did not stop to gather the compliments and rolled on top of her and lay between her legs. Elizabeth guided me in and I started humping away propping my self up on my elbows. Soon she dragged me down so that I lay directly on top of her one of her hands on my back the other caressing my buttocks. I think she started to come again although not as intense as the first time. As I felt her come I spasmed myself and spurted into her. To be continued...