0 comments/ 50891 views/ 1 favorites My First "Older Woman" By: Bruce Swain Surfing the net through the "amateurs'" pages, I have been delighted to find a number of sites dedicated to "mature" women - i.e., those over 40. Some of them, admittedly, should have kept their photographs to themselves, but then there are some incredibly attractive and sexy "older" women. Looking at them made me recall my first experience with a woman many years older than I - it happened when I was 33, and the woman was, as she put it, "approaching 50". Her name was Lorraine, and she was the personal secretary to the senior officer under whom I was working at the Department of Defence in Canberra. Everybody knew she was divorced, and quite a few guys tried to hit on her - both seriously and in fun. I was always the epitome of politeness and good manners with her, and must have been one of the very few naval officers who didn't try to chat her up. On one of my visits to her office, after I'd been in the job for a few months, she asked me why I didn't like her. I was a bit taken aback, and asked her what she meant. She replied that I was always very business-like in my dealings with her, and never hung around for a friendly chat - so she had assumed that there must be something about her that I didn't like. I assured her that that was not the case, that I was just being "an officer and a gentleman" - and the last thing I wanted to do was make an enemy of my boss's personal secretary! She said I needn't worry about that, as there were many others who had come very close to offending her - but she had been able to deal with them without going to the boss. So, nothing ventured, nothing gained - and I asked her how could I really know if I liked or not if our dealings were restricted to "purely business". She said I could fix that by taking her out for a drink after work. Well, "after work" for her was about an hour after everyone else finished, so I had to hang around my office on some pretext while I waited for her. Eventually she knocked on my open door, and asked, "Ready?" Not making a point of looking at my watch, I replied, "Sure - my car or yours?" "Mine, I think," she decided, with a slight smile. "That way I know that I'll get home." The problem then was to find a "watering hole" that was not frequented by people we both knew - otherwise word of our meeting would be all over the place the next morning. Lorraine said she knew just the place - a quite little bar in a very exclusive guest-house on the outskirts of the city. (It was the sort of place where if you had to ask what the tariff was, you couldn't afford it!") I was dreading what the drink prices might be, but I went along with her. For our first couple of drinks we sat on the comfortable padded stools at the bar, then Lorraine suggested moving to one of the rather secluded booths by the wall. The place was furnished in dark wood (mahogany, I think), added to which it was very dimly lit - making it perfect for a discreet assignation. Lorraine slid into the booth first, and as she said she allowed her tight skirt to slide well up her thigh - and show me that she was wearing stockings and suspenders, not panty-hose. That got me very interested right away, but when I sat down next to her she shuffled closer so that our thighs were touching. Then she asked me the story of my life; I asked her did she want the full version, which would keep us there until after midnight, or the abridged version which take only a couple of drinks. She said the abridged version would do for now - I could tell her the full story later. Later...? So I gave her a brief run-down of my 18-year naval career to that date, leaving out most of the "juicy bits", but including the fact that I had a wife and two kids living in Queensland - 800 miles away. She said that I must get pretty lonely - and I knew what she meant by "lonely". So I replied that I didn't really get lonely - just horny. At which point she said, "Tell me about it!" and took a long sip of her drink. Taking my cue, I said that surely she wasn't "lonely" - she was a very attractive lady of "independent means" and should have plenty of male friends. She just shook her head wistfully, and said she wished that were so. She knew that all the guys at work who tried to pick her up would run a mile if she accepted, and that the only other ones who were "available" were just kids - that is, aged 25 to 30. I replied that I was not much over 30 myself, to which she replied, "I know - I've got all your personal details on file, remember!" So then I asked her why she had wanted to hear them from me, and she replied, "Just to see if you would try to bullshit me - like about being married." So she had known that I had a wife - my "next-of-kin" - and that she was a very long way away. "Just testing, huh?" I asked. "Yep," she answered, over the rim of her glass. "And you passed." So then I asked her what was her story - and it was a little sad. She had not married until she was in her early 30s, and her husband desperately wanted kids - more than she did, actually. But it turned out she could not conceive, and eventually her husband divorced her to go and find a "fertile" woman. Adoption had been out of the question, apparently - he wanted his kids. He had, however, given her a generous settlement, which included a house in an inner suburb in Sydney. She had sold that when she got a job in Canberra, and had quite a bit left over after buying her own unit quite close to the city centre. She didn't really have to work, she said, but if she didn't she'd go nuts! Since her divorce she'd had a couple of long-term relationships, but they had not developed into anything permanent. I asked her what she did with her spare time, and she said she "worked out" three evenings a week, saw every movie that came through town, and did a lot of reading. She was often asked to dinner-parties to "make up the numbers" - that is, to help make the number of males equal the number of females, and she had a couple of women friends who were always trying to find "the right man" for her. So far, they had not succeeded. "But sometimes," she admitted, "I'll go to bed with one - just to ease the frustration! Unfortunately, more often than not I end up more frustrated - you know, 'wham-bam, thank you, mam'!" By this stage, by my count, she'd knocked back six drinks - and it was beginning to show. "Two-minute wonders, eh?" I suggested. "Two minutes? I wish!" she replied. "If it weren't for my faithful vibrator..." I must confess that I was starting to feel a little uncomfortable with the way the conversation was going, and I tried to look for a tactful way out of it. I made a point of looking at my watch, and Lorraine asked, "Anywhere you have to be?" "No," I replied. "I was just thinking that it's way past my dinner time - got to put something in to soak up all this booze!" Lorraine put down her drink, placed a hand on the top of my thigh, squeezed gently, looked me straight in the eye, and asked, "Would you like to eat me?" I almost choked on my drink! I had been thinking that after a couple more discreet meetings such as this I might get into Lorraine's pants - but I certainly hadn't expected such a direct proposition from her! I recovered my composure enough to reply, "Fur pie is one of my favourite snacks - unless you're clean shaven!" She smiled and shook her head. "Au naturale - just as nature intended." Her hand moved upwards slightly, and she felt my growing interest. "That tells me my invitation appeals to you," she said, her smile becoming a satisfied smirk. "Are you sure about this?" I asked, hoping it wasn't just the booze talking. "Any man who doesn't seem interested in me arouses my interest - I see it as a sort of challenge. I hope that now you are interested!" "Is the Pope a catholic? I asked rhetorically. "As they say in ninety-nine per-cent of every movie ever made - 'let's get out of here'!" On the way to her car, Lorraine handed me the keys. "You drive - I'll give you directions," she said. The directions were given as she nibbled my ear and stroked my thigh - but I still managed to find her block of units. She had to move away from me to find the electronic gizmo that worked the security gate on the driveway and then the door to her garage, and then she led the way up an internal staircase to her unit. She asked for her key-ring back, used two of the keys to open the door, then led me inside. I had no sooner shut the door behind me when Lorraine wrapped her arms around my neck, pressed her open lips to mine and probed my tongue with hers. I responded by grabbing her arse-cheeks and pulling her hard against me - or against my hard-on! When she at last pulled her lips from mine she glanced down, smiled and said, "That's the sort of reaction I was hoping for!" "If this is going where we both want it to, wouldn't it be better to have a shower first?" "Why? Do you have something against healthy bodily odour?" "Well..." "Well what? I don't think I'm going to smell any worse than you - and I don't mind if you don't." Without further ado she took my hand and literally dragged me to her bedroom. There she turned on the lamps either side of the queen-sized bed, then turned to face me. "Sit!" she ordered, pointing to the bed. I did as I was told. Then she started a slow, seductive strip. Off came her jacket, then her skirt, revealing her stocking-tops and black suspenders. The blouse went next, and she stood before me in her lacy black bra, matching briefs, garter-belt and stockings; for just a second I wondered what the guys at work would think if they knew what Lorraine wore underneath her very business-like outer garments! Suddenly my mouth was very dry, and I tried hard to swallow. With her eyes smiling into mine, Lorraine reached behind her and undid her bra, then crossed her arms modestly in front of her as the straps fell from her shoulders. The she slowly lowered her arms to her sides, allowing the bra to fall to the floor and revealing her breasts. I knew many much younger women who would have killed for breasts like Lorraine's - they were full, beautifully rounded, and with only a hint of sag. Her nipples were a dark pink, the aureole about an inch in diameter, and she was obviously already aroused. "Not bad?" she asked, still smiling at me. "Not bad at all," I replied hoarsely. "I know - 'for a woman my age'. Isn't that what you mean?" "No - for a woman any age!" I assured her. She seemed to accept that, and then hooked her fingers into the waistband of her briefs, and bending forward slid them down to her ankles and stepped out of them. She then struck a pose, standing there in nothing but her garter-belt and stockings, allowing me to feast my eyes on her. Whether it was the "working out", the fact that she had never had kids, or what - I don't know, but her figure, while full in all the right places, was that of a woman at least 25 years younger. As I admired her shapely body I got shakily to my feet and began to hastily divest myself of my clothes. I was down to just my underpants when Lorraine said, "No - that's my treat." So I stood there while she knelt in front of me and slowly drew my briefs over my hips. My cock, which had been straining for release ever since Lorraine had started her sexy strip, now sprang free, almost hitting her in the chin. She licked her lips seductively, and without taking her eyes from my throbbing organ said throatily, "Now, that is a sight for sore eyes!" Whereupon she gently took hold of the shaft with one hand, drew it down until it was level with her mouth, and closed her lips around the knob. "Mmmm," she moaned, as her tongue started to swirl all over my crown. As she worked on it, her other hand moved up the inside of my thigh to gently cup my balls. With my cock now firmly held by her full lips, she took her hand from my shaft and used it to gently push me back until I was again sitting, then lying, on the bed. And not for a second did her lips leave my cock. For the next ten minutes or so she didn't just give a blow-job - she made love to my cock. She used her lips, her tongue, and her fingers; she would lick the shaft from the tip to my balls and back again, then run her wet lips all over it, then take it in her mouth and suck hard on the top half while her fingers gently but firmly stroked the bottom half. She kissed it, she breathed on it - she seemed to worship it, as if it were the first one she'd seen in years! But I couldn't believe that it was... She was kneeling beside me, leaning over my crotch as she worked on me, and eventually I reached out, put my hand firmly on her beautifully-rounded arse and tried to pull her towards me. She quickly grasped what I wanted, and still without taking her mouth from my cock she swivelled around, swung one shapely leg over me and positioned her crotch right above my face - just where I wanted it. I inhaled the musky smell of her womanhood, then lifted my head so that I could bury my face in her pussy. When my tongue found her clit, she did remove her mouth briefly from cock - just long enough to say huskily, "Yes - lick it! Suck it! Eat it!" And I did. I used all of my oral expertise to lick her from arsehole to clit, to probe her cunt with my tongue, to suck and lathe her swollen love-bud. Her pubic bush was thick and silky, her labia full and tender. It was indeed a feast fit for a king, and I used the enjoyment of it to take my mind of what Lorraine was doing to me. I guess it must have been a long time between drinks for her, as I had been eating her for only a few minutes when I saw the muscles on the insides of her thighs begin to tremble and her clit began to swell even more between my lips. For only the second time she released my cock from her mouth, holding it firmly in her hand, as she threw back her head and let the orgasm sweep over her. She let out a long, moaning, "Ooohh, God -yes!" then ground her loins down into my face, her thighs clamping around my head as the ecstatic spasms racked her body. When she had calmed down, she swung her leg back over me so that she was kneeling alongside me again. As she gently stroked my cock, she asked, "Do you want me to go with this, or...? "Or what?" I asked, teasingly. "Or fuck me, for God's sake!" she replied vehemently. "Well, I've sampled the entrée, so now I think I'll try the main course," I replied. "Dinner is served, then," Lorraine said, lying on her back, spreading her shapely legs and bending them at the knees so her thighs were raised. I got between them, and did not even have to use a hand to guide my cock to her waiting pussy. I just lowered myself onto her, and my knob seemed to find the fleshy portals to her pussy of its own accord; I then sank my shaft balls deep in one easy movement. "Nice fit," Lorraine said, smiling up at me then pulling my head down to give me a long, deep kiss. She hooked her ankles over my legs so that we were firmly locked together, then began to slowly squirm her hips. Again, for a woman her age she was incredibly tight - but at the same time incredibly wet, so that when I began to slowly fuck her I was able to slide by cock back and forth easily. I was taking my weight on my hands and knees, but Lorraine said, "Come down here - I'm sure I can stand the weight!" So I lowered myself onto my elbows, so that we were pressed together from breast to loins. Lorraine met every downward and inward thrust with an upward thrust of her own, so that each time I went as deep as possible. When I varied my pace, she matched it each time; then I began to sense that she preferred fast to slow, so I started to piston my cock in and out with increasing rapidity. "Yes, I love that!" she moaned. "Fast and deep - don't stop!" I had no intention of stopping until she came again, but I was surprised at how quickly her second orgasm hit her. She closed her eyes, tossing her head from side to side on the pillow, and slammed her loins even harder against mine. I felt her pussy muscles fiercely gripping my cock as she climaxed, then they relaxed as the last wave of pleasure swept over her. "God - twice!" she gasped, opening her eyes to again smile into mine. "And you still haven't!" I smiled back at her and said, "Not without incredible restraint!" "Well, you don't have to hold back any more! How would you like me?" she asked - I told her on her hands and knees, and withdrew my cock from her soaking pussy so that she could get into the desired position. She then looked back over her shoulder at me and asked, "Do I stand well? Like a good mare - or bitch?" "Perfectly," I said, admiring the two half-globes of flesh before me. Her little star-shaped anus looked very inviting, but I thought it might be a bit early in proceedings to try that - perhaps later... Using one hand I rubbed my cock up and down her slit a few times, then sank it deep inside her once more. With my hands on her smooth arse-cheeks I began to pull her back to me each time I thrust forward, but after the first few thrusts Lorraine was rocking backwards and forwards in time with me. "Doggy" had a always been my favourite position, as I seemed to receive the ultimate stimulation along the underside of my cock - especially just below the knob - and after just a couple of minutes I could feel that my balls were about to empty their load. Lorraine had moved one hand underneath to gently squeeze my balls, and felt them contract as my jism began its short journey to the end of my cock. "Yes," she moaned softly again. "Give it to me - give it all to me!" And I did - slamming into her as hard and as deep as I could, thrusting violently with each spurt. Lorraine accepted each one with a grunted "Uh!" then kept rocking back and forth slowly even after I had stopped. Only when she felt my cock start to wilt inside her did she allow herself to flop onto the bed, apparently not caring about the considerable "wet spot" that she would make on the bedspread as a result. I squatted on my haunches, getting my breath back, my cock a sticky mess of our combined juices. Lorraine smiled at me over her shoulder and asked, "Need a clean-up?" Thinking she meant a shower, I glanced at my slimy shaft and replied, "You could say that." Whereupon she swivelled around, took my cock in one hand and began to suck and lick it clean! When she was finished to her satisfaction, she ran her tongue along lips the said, "A bit salty - but tasty all the same." Then she suggested a shower, and we took it together, soaping each other all over (paying particular attention to the "naughty bits") then rinsing off. Stepping from the cubicle, Lorraine produced a huge bath-towel which she wrapped around both of us. With our bodies pressed together again, my cock began to stir and reached semi-hardness before she glanced down and said, "Looks like that might be ready for more before too long!" I replied that it felt like it was ready right then, but she said, "No - I think I'd better feed you first. Food this time!" I followed her back to the bedroom, where she opened the wardrobe and took out two towelling robes. "This should fit you," she said, handing one to me. "Souvenir of a very rare dirty weekend," she added, indicating the motif of one of the city's most exclusive hotels on the robe. "And not a very satisfying one." I didn't press for details, but donned the robe and followed her to the kitchen. Within a few minutes she whipped up scrambled eggs on toast, and brewed coffee. I hadn't realised how hungry I was until I'd wolfed down the eggs and toast, and emptied two cups of coffee. "That should give you your strength back," Lorraine said a grin as she took away my plate and cup. My First Older Woman Disclaimer: This is a work of fiction concocted entirely within my imagination. Any resemblance to real people shouldn't be surprising since most of my stories are based on people I know. While I hope you enjoy this story and are compelled to provide feedback, I don't expect the subject matter will appeal to everyone who reads it. As such, I discourage venomous, nasty feedback full of violent wishes against essentially fictional characters in fictional situations. If this story does not appeal to you, there is undoubtedly one somewhere on Literotica that will, so your energy will be better spent on finding it rather than on vilifying me. * I must have been about 16 or 17 when I first met Kelly after she started working at the youth drop-in center where I spent a lot of time hanging out with my friends. She was about 24, tall and brunette and I was quickly infatuated. In addition to the physical attraction, I liked Kelly because she didn't treat me like a kid. We could sit and have real conversations about real things and I felt like she appreciated my maturity and respected my intelligence. I never got the feeling, though, that she was ever thinking, "If only he was older..." or anything like that. Let's just say I knew she liked me, but I was also confident that she didn't like me "in that way." I'm sure when I assured her I'd be back to marry her after I graduated from college, she was probably hoping she wouldn't be desperate enough to actually wait for me. Over the next year or so, we became friends to the level that I knew where she lived and had been to her apartment, but I didn't know her phone number, and occasionally we would go out socially, but never just the two of us. I remained infatuated but never lost touch with the reality of our situation and appreciated the relationship I was able to have with her. I never expected her to feel comfortable dating someone 7 years her junior but, as my 18th birthday approached, I wondered whether my becoming "legal" might remove any taboo about other potential involvement. I thought about it a lot as my birthday came and went and finally decided that if anything was to happen between us, she would have to initiate it or I'd risk screwing things up between us. What I could do, though, would be to give her ample opportunity for initiation. My plan proved harder to implement than I'd anticipated. For her to initiate anything, we'd have to be alone in a private setting which, unfortunately, was a situation we rarely found ourselves in. The only potential scenarios I could come up with took place either in my car, in her car or at her apartment, the latter being preferable. I decided I'd have to be somewhat aggressive in creating an opportunity for her. I figured I could start dropping in unexpectedly at her place and hope that I'd eventually find a night that she was home but her roommate wasn't. The luck o' the Irish must have been with me as I ended up hitting pay dirt on my first visit. It was a Friday and I'd waited until after 8 pm figuring if she or her roommate had plans, they'd be gone by then. I pressed the buzzer on the intercom not expecting a response and was pleasantly surprised after a moment to hear "Who is it?" It sounded like Kelly's voice, but I couldn't be sure through the intercom. I identified myself and she said she'd be right down. I heard her coming down the stairs and heard her undo the deadbolt, then the door swung open. She stood there in sweatpants, a white t-shirt and an unzipped hoodie. It didn't look like she had big plans for the night. She asked what I was doing and I told her I was just stopping by. She invited me in, closed and deadbolted the door and headed up the stairs ahead of me. The hoodie was short enough that I was able to watch her ass all the way up the stairs as I followed her. I resisted the strong urge to whip down her sweatpants and bite her on the ass and instead wondered what kind of panties she might be wearing, if any. We went into her living room where the TV was on and a can of Diet Coke and a quart of ice cream with a spoon stuck in it stood on the coffee table. She offered me a drink and I declined so we sat down on the couch. As was typical with us, we eased right into conversation and, after a few minutes, I picked up the ice cream and took a few bites. As Kelly got comfortable, her hoodie opened enough that I could tell she was braless under her t-shirt. I fished out a good sized bite of ice cream and leaned over to feed it to her. As she ate it, I asked what was next on the agenda for her obviously action-packed evening. "I was thinking bubble bath," she told me. I adopted a pensive expression and tried to appear like I was contemplating a major decision. "What?" she asked with a quizzical look on her face. "I'm trying to figure out what would be more enjoyable," I said, "watching you taking a bubble bath or actually participating in it." I figured she'd tell me that I'd just have to imagine both because I wouldn't be doing either, but her response surprised me. She thought for a minute herself then said, "Well, for me, I think I would get more out of having you participating." I tried to hide my shock and said, "Hmm, really?" not sure if she was just yanking my chain. "Sure," she said, "I'm not much of an exhibitionist, so having you watch wouldn't do as much for me as actually having your hands on me. And I am feeling particularly horny." My dick was already getting hard when she stood and took the ice cream from my hand. She set it down on the table and took my hand, pulling me toward the bathroom. She flipped on the light in the little room and, pulling the shower curtain aside, leaned over to plug the drain and turn on the water. I just stood there staring at her ass as she opened a bottle and poured some liquid into the tub, instantly creating suds. She turned back to me and pulled my t-shirt over my head. As she tossed it behind me, my hands were on her hoodie, pushing it down her arms and exposing her hard nipples pressing against the fabric of her white t-shirt. I could see the faint outline of her areolas and, as I reached for the bottom of her t-shirt, I leaned down to take a nipple between my lips and flick it with my tongue through the material. I released her nipple as I pulled her t-shirt up over her head, freeing her beautiful tits standing young and firm on her chest. Tossing the t-shirt aside, I leaned down again to lick and suck her bare nipples as a small sound escaped Kelly, letting me know that what I was doing was appreciated. My hands were on her hips and, after a moment or two, I dropped to my knees and, placing a kiss below her belly button, pulled her sweatpants and panties down her legs. She stepped out of both as I stared at her pussy, which was covered with close-cropped brown fur. I tossed her clothing behind me and stood, my hands going back to Kelly's waist and hers going to the button of my jeans. She unbuttoned and unzipped them and, as she slid them and my briefs down, dropped to her knees as well. My cock sprung out and, although it was at about eye level as she helped me out of my remaining clothes, she didn't touch it, only looked it over. She stood and indicated I should get into the tub, which I did, reclining against the far end, my erection hidden by the suds. Kelly leaned over, her big breasts swinging, and turned the water off then stepped into the tub, one foot on either side of me. She reached under the suds as she lowered herself down, found my cock and guided it into her hot, wet pussy. Gripping the sides of the tub, she raised herself up and down on my rock hard cock while I played with her tits. It was apparent from the noises that she was making that my cock was giving her both pleasure and satisfaction. At 18 years old, you wouldn't expect that I'd be able to last very long with a hot woman and her hot pussy bouncing up and down on me, but somehow the bathwater or the position or something allowed me to keep up with her. Actually, maybe it was because I kept pinching myself, still not believing that I was really naked in a tub getting fucked by Kelly, the object of my desire. As she rode me faster and harder, waves began lapping at the sides of the tub and bubbles floated into the air. She paused to adjust her position slightly, settling from her feet onto her knees and leaning forward more. This put her sweet titties in tongue range, so I began lapping at them and sucking her nipples as she slid forward and back on my cock. This position change must have made quite the difference because suddenly Kelly was much more vocal and pretty soon she was moving at an increased pace. My hands were sliding up and down her sides and over her ass as I kept working on her nipples with my mouth and tongue. Amazingly, as she approached a massive orgasm, I was no closer to one myself. I felt as though I could have fucked her all night, I didn't know why and I wasn't worried about it. Water was splashing and suds were flying as she slammed herself back on my cock harder and faster. Finally, she practically growled as she came, slowing her motions and riding out her orgasm. When she stopped moving, she opened her eyes and smiled, then, rising slightly, reached beneath her and grasped my still hard cock. She stroked it for a moment then, still gripping it, asked me to stand. I slid out from under her and stood before her, feeling the cool air on my wet skin. I watched as her head moved forward, her mouth opened and my cock disappeared into its warm depths. The contrast of her hot mouth and the coolness of my wet skin was intense and the mysterious staying power I'd experienced laying in the tub quickly evaporated. I could feel her tongue pressing against the underside of my member as her lips slid up and down and experienced a feeling of intense pleasure building as well. She released my cock from her mouth and gripped it in her fist, pumping it, as she licked my balls and gently took each one into her mouth and swirled her tongue around it. She then took my balls in her hand and gently caressed them while her mouth returned to my prick. Once again the heat of her mouth after the cool bathroom air felt fantastic and I knew I'd be cumming soon. My fingers were running through her thick brown hair and my hips were pushing toward her face as I felt my orgasm building within me. Finally, with one more pass of her warm, wet mouth, my cock swelled and exploded, shooting cum down her throat. Kelly swallowed every drop then released my shrinking prick and smiled up at me. She invited me to sit again and leaned against me as I reclined against the end of the tub. We relaxed in the tub as the water cooled and the bubbles dissipated, but we were far from finished. My arms were resting on the sides of the tub and hers were on my knees, my legs coming up under her armpits. I moved my arms and draped them over her shoulders, my hands covering her breasts. Her nipples were still hard and I felt them against my palms, so I stroked them lightly. Kelly moaned softly and ran one of her hands between her legs. I leaned forward and began kissing her neck and reached down to take over stroking her pussy for her. She maneuvered to her right and turned her head back toward me and our lips met for the first time. We opened our mouths and our tongues explored each other while I rubbed my fingers over her clit and she reached down to grip my still mostly limp cock. I knew I wasn't quite ready for another round, so I had Kelly stand up. She put one foot on the edge of the tub and I got underneath her and started eating her pussy. She moaned loudly as I slipped a finger up into her and sucked on her clit while she grabbed my head and held me in place. I slurped and sucked her clit and pumped my finger in and out of her and she pushed her hips against my face. Beneath the water in the tub, my cock continued to grow as I imbibed Kelly's sweet juices. When she pulled my head against her at the same time she pushed her hips outward, I knew she was cumming so I kept diligently slurping at her clit and was rewarded with more of her musky, pungent flavor. She had me stand and stepped out of the tub and grabbed a towel. She was mostly dry from standing there and just toweled off her feet then led me out and toweled me off as well, focusing on my rising cock. I stared at her ass as she hung the towel, my cock continuing to rise, then she turned and took my hand and led me to the living room. She had me sit on the end of the couch, my cock now standing up proudly as I gazed at her standing before me naked, then she straddled me and lowered herself onto my cock. I grabbed the remote and watched the game over her shoulder while she fucked me. Just kidding. Her tits were close to my face again, so I started doing laps around her areolas with my tongue as she rode me again. Her hot pussy felt incredible sliding up and down my cock and I knew I wouldn't be able to hold out like I did last time. I slipped a hand down between us and stroked her clit while she moved up and down and continued to suck on her nipples. Kelly was in complete control in this position and was moving up and down, back and forth, her moans getting louder and closer together. I hoped she was getting close to cumming because her pussy just felt too good on me. I kept up stimulating her clit and was rewarded for my efforts when I felt her pussy beginning to convulse and she let out a long cry. When I was sure she was finished, I swung her around to my left so that I was on top of her on the couch, still buried deep in her. I pressed my lips against hers and slipped my tongue into her mouth as I started fucking her hard, knowing I was just moments away from cumming myself. Cumming had made Kelly's pussy even more slippery and the feeling on my cock was just incredible. I was pushing in as far as I could and pulling almost all the way out at a high rate of speed, feeling the orgasm within me continuing to build to monstrous proportions. Finally, with her arms and legs wrapped tightly around me, I pushed into her one more time and a feeling of ecstasy washed over me as I came deep into her pussy. I immediately felt lightheaded and collapsed on top of her as I finished cumming. We lay there catching our breath and, as I still attempted to fully grasp the fact that I had just fucked Kelly on her couch, a thought suddenly occurred to me. "Should we be worried about your roommate walking in on us?" I mumbled. "No," Kelly replied, "it's too early for her to be back from her date." That was good enough for me; I was content to lay there on top of her all night. Fortunately or unfortunately, Kelly glanced at the clock on the wall and exclaimed, "Shit!" startling me so badly I fell off the couch. "What is it?" I asked, jumping up. I grabbed Kelly's outstretched hand and helped her to her feet. She headed toward the bathroom. "I forgot that Kitty has to be up early tomorrow. She has some kind of all day seminar." I followed her into the bathroom, but she didn't turn on the light this time. She went to the small window and pushed it open. "Ah-ha," she said, "Come here and take a look at this." I squeezed next to her at the small opening, our naked bodies rubbing together, and looked out on the parking lot below. I could see my own car parked down there. "See that blue car right there?" she said, pointing. I indicated that I did. "If you look at that patch of light right near the steering wheel, you'll note Kitty's head bobbing up and down in Steve's lap." She was right. "If he's cumming in her mouth at this very instant, we've got between five and ten minutes before she's up here. Plenty of time to stash you in my bedroom." I was so glad she hadn't said "Plenty of time to get you dressed and out the door." We gathered up our clothes, still scattered about the bathroom, and went down the hall to Kelly's room. She turned on a small lamp and we turned down her full sized bed, then she closed the door and grabbed her robe from a hook on the back of it. She put the robe on and told me she was going to clean up her mess, wait for Kitty to come in and talk to her for a bit then she'd be back. She cautioned me not to walk around once Kitty had come in since the floor was pretty squeaky. I lay in her bed thinking about everything that had happened over the past few hours. I still couldn't quite believe it, but I was extremely happy. After a while, I heard Kelly bid Kitty good night then watched as she slipped in the door. She put the robe back on the hook and climbed into bed with me. She whispered to me that Kitty would be leaving early and returning late tomorrow, so we'd have the apartment to ourselves for almost the entire day. She set her alarm so she would be sure when Kitty was gone and turned off the lamp. We started kissing and were soon fondling each other. We waited until Kitty had been quiet for quite a while, then quietly made love in the dark. Shortly afterward, we both fell asleep. Kelly and I both stirred when her alarm went off. A few minutes later, we heard Kitty stirring as well. When we heard the shower go on, Kelly swung her leg over me and straddled me, impaling herself on my already stiff cock. We made love again quickly, then Kelly got up and slipped into her robe again. I must have dozed off again because the next thing I knew Kelly was standing in the doorway with her robe wide open. "Hey, Lover," she called, "you want some of this? Come and get it" She let the robe drop to the floor and walked out of the room. I jumped out of bed and followed her, hearing the shower coming on again. She was already stepping under the stream when I entered the bathroom so I quickly joined her. In the steamy shower, we lathered each other up well, me focusing on her breasts and ass and she focusing on my cock. After a titillating 15 or 20 minutes, I was rock hard and her pussy was steamy and hot. We toweled off and I had her lean on the bathroom counter. From behind, I rubbed my cock between her legs feeling her damp pubes brushing over me then plunged into her. We both groaned and I grabbed her by the hips and started fucking. Her hand crept back to play with her clit and mine reached around to play with her dangling tits. Her nipples were hard so I gently tugged on them and rubbed my palms over them. The hand that she had on her clit slipped back further and caressed my balls as my cock slid in and out of her hot pussy. This caused me to start sensing a building orgasm and I was pleased to hear her breathing picking up as well. I moved my hands back to her hips and concentrated on giving her the full length of my cock and felt her hand go back to stimulating her clit as well. Her moans were building along with the feeling of pleasure in my groin. Suddenly she cried out and seconds later I was pumping my load deep into her pussy. We had a long day of lust ahead of us, so we headed naked into the kitchen and proceeded to eat breakfast off of each other's bodies. We ended up fucking on the kitchen floor in the midst of a big edible mess. We didn't make it out of the house until late that afternoon, shortly before Kitty was expected home, and by then we both were practically walking bowlegged. We never officially "dated" but from that weekend on, we spent a lot more time together and not even all of it in bed. I never told Kelly that I loved her, though I am certain that I did. I eventually went away to college and she moved on with her life, but I'll always remember the time we had together. My First "Older Woman" A minute later we were back in the bedroom, stark naked on the bed; she'd stripped off the bedspread, taking the "wet spot" with it. We then took time to explore each other's bodies with our fingers, lips and tongues, until my cock was so hard a dog couldn't have chewed on it and the juices pouring from Lorraine's pussy were soaking my hand up to the wrist. Still lying on our sides, I lifted Lorraine's leg and entered her, my cock slipping all the way into her until I was nudging her womb. We then screwed like rabbits in a number of positions for about half an hour, until Lorraine gasped, "I need a break!" I had been on the point of saying the same thing - only my stupid male pride had stopped me. Despite our frantic fucking, Lorraine's pussy was still as wet as when we started, and I started to slowly finger-fuck her as we lay side-by-side for a few minutes. After yet another tongue-tangling kiss, Lorraine asked, "How do you feel about the back door?" "It's a handy way out when the husband comes through the front door," I joked. She poked me playfully in the ribs and said, "You know what I mean! I really like it that way - but some men seem turned off by it..." "They don't know what they're missing," I said. "Then you like it?" "Like it? I love it!" "Do you mind if I get on top? To start with, anyway." I said I didn't mind at all, and lay there while Lorraine straddled me, her loins poised above mine. She took my cock in her hand again, rubbed it back and forth along her soaking slit to get it nicely lubricated, then placed it against her tiny opening. She then rested both hands on my shoulders as she lowered herself onto me, and I watched as my cock slid slowly into her arse until her cheeks were pressing against my short and curlies. "Another nice fit," she said, wriggling her hips a little to settle me firmly inside her. "I was afraid you might be a bit too thick." "I'm sure glad I'm not!" I replied, sincerely. Her arse was beautifully tight and warm, and I could feel the rubbery walls gently clasping the entire length of my shaft. "How long have you been into this?" I asked, as she seemed really keen on it. "Ironically, I started doing it so I wouldn't get pregnant - before I discovered that I couldn't. I used to find it a bit uncomfortable, but then I got used to it - and finally came to love it!" She was slowly riding me now, sliding her arsehole up and down the length of my cock - stopping with just the bloated crown inside her before squatting again to take me deep into her bowels. It was fascinating to watch, and even better to feel - but after a while I had had enough of being the passive partner. "How long do you want to stay on top?" I asked. "Oh - I'm happy to move now, if you want to. I just like to start that way so I can take it in in my own time." With that she rose from me, my cock slipping from her arsehole with a wet, sucking sound. She lay down beside me, on her back, and lifted her legs until her knees were almost against her shoulders. Looking down I could see that her arsehole had remained stretched open to a diameter of about half-an-inch; I placed the tip of my cock into the hole, then slowly lowered myself into her dark depths. Lorraine's eyes opened wider and wider as my cock sank deeper and deeper, until my pubic bone was pressed hard against her arse-cheeks. "God!" she gasped. "It's so deep I can almost taste it!" I ploughed into her in that position until she said that her legs were getting a bit tired, so I moved my arms to let her lower them. The by lifting her left leg, I managed to get us both lying on our left sides without removing my cock from her grasping arse. In that position I was able to reach over and massage her clit, which, in a couple of minutes, brought her to another orgasm. When she came her arsehole closed so tightly around my cock it was almost painful, and for a while I was unable to move. As her body relaxed so did her sphincter, and I was able to resume shoving my cock fast and deep into her again. When I told her that I thought I was close to coming again, she rolled onto her belly, then got up on her elbows and knees - again without us disengaging. I was now virtually squatting over her beautiful bum, thrusting almost straight down into her. Once again her hand went between her thighs to squeeze my balls, and once again this spurred on my orgasm. As she felt my knob give its pre-cumming twitches in her arse she tightened her sphincter again, which almost stopped my jism in its tracks. However, it managed to fight its way past the restriction and burst from my knob into the dark depths of her rectum. As I groaned through the intensity of my climax she uttered a soft, "Mmmm!" as she felt the warm, sticky liquid splashing around the silky walls of her arse. My balls were empty some time before my orgasm subsided, and I kept moving slowly in and out of Lorraine's arse, still enjoying the feel of it. My knees were threatening to give way, however, and eventually I was forced to withdraw my cum-soaked cock from her cum-drenched tube. As I collapsed beside her, I exhaled with a gasping "Phew!" Lorraine leaned across to kiss me again, then smiled and whispered, "Thanks." "Don't mention it," I said. "The pleasure was half mine." "Would you like to do this again some time? Or will I be just another one-night stand?" I put my arm around her and drew her over until her head was resting on my chest. I kissed the top of her head and said, "I would very much like to do this again - and very soon." "I was hoping you'd say that," she replied, and lifted her face to kiss me again. Our "office affair" lasted six months after that, until she told me that while I was away on leave she had met a divorced guy of 50 in whom she was very interested - and that the feeling was mutual. I told her - honestly - that I was very glad for her; three months later I was the only one from our department to be invited to her wedding. But I shall never forget my first "older woman"!