I would like to tell you of an extraordinary episode in my life. It was a time of growth and transformation, a sort of rite of passage if you will, that began when I met an amazing woman named Claire just a few days after my 24th birthday. She lived on the same floor as me in an apartment building that also housed a big indoor swimming pool. It was there that we first met. She was then, by the way, 68 years old.
In spite of her age Claire looked marvelous. Indeed, I had her down for at least 10 years younger than she was. She was tall and full breasted with hips showing just a little middle age spread before merging down into a wonderful pair of long tapered legs.
Claire had an exotic, slightly Slavic caste to her features. She kept her hair trimmed short and colored it a subtle titian red. She also had the most expressive and sexiest blue eyes I’d ever seen. They fairly smoldered with sensuality while her full red lips more than complimented them. Her always-radiant smile showed even, well cared for teeth under a pair of high rosy cheekbones, all set in a complexion always flushed with health but also marked by age. What wrinkles she had though, were mostly laugh lines at the sides of her eyes and mouth. But to me they made her more attractive for the character and warmth they added to her already strong, confident looking face.
I was working out daily in the pool on my doctor’s advice. I had fractured my 5th lumbar vertebra in a nasty car accident and was living with a lot of pain. If I wanted to avoid surgery, my doctor said, then I’d better start working out.
Swimming was his suggested therapy once the bone healed and I went into the pool daily for a vigorous workout.
Claire swam regularly too and otherwise kept herself in very good shape, as was plain to see in the body contained in her one-piece dark blue swimsuit. Her posture was always perfect and her muscles finely toned. In spite of the odd wrinkle and bit of loose skin you would expect to see she was remarkably attractive and, quite literally, statuesque.
After sharing a few conversations after our workouts, something clicked between Claire and me. We found we had many similar interests and opinions, liked many of the same authors and even shared some of the same tastes in music. I was quite surprised to find myself relating so well to someone of her age.
There was also a spark between Claire and I to be sure, but given our age difference I thought the lust was all coming from me. I marveled at being so turned on by someone of her years but being young and naïve, I thought she might be offended if I said anything and I did not want to lose her friendship. I was in no way going to risk that just because my young hormones raged every time I saw her.
Right from the beginning I also found myself enamoured of Claire. It was not just her body either, as nice as that was. It was her whole being. She exuded a kind of sensuous charm almost effortlessly; in the way she carried herself, spoke, smiled and gently touched my shoulder or knee whenever we met, parted or whenever either of us said something funny or dramatic. Then there were her eyes. Making direct eye contact with Claire was deadly. You could feel her sexual energy penetrating the very fibre of your being as you gazed into those bedazzling baby-blues.
It wasn’t long before she was inviting me for breakfast after our swim. I would go to my apartment to change then join her in her suite down the hall. There we would alternate with the cooking and cleaning up and then spend a good hour or two together in warm and delightful conversation. I was off work on temporary disability while she, it turned out, was a retired high school history teacher. This happy state of affairs therefor allowed us then to spend as much time together as we wished.
Claire was quite motherly towards me when it came to my back pain, always ensuring my comfort and offering to help me with any heavy chore I had to do. Having someone fuss over me like that was a whole new experience for me. My own mother had been too ill with alcoholism and a host of related ailments to care much for me when I was growing up. I reveled in Claire’s kind attention to my needs. I even wondered for awhile what life would have been like had she been my mother instead.
Claire and I occasionally went out together for dinner or a concert as well as frequent walks in the nearby park. We had become fast friends and felt totally at ease in each other’s company, that is if you discount the steamy sexual tension that always existed between us, and that forbidden, almost shameful lust that plagued me during every one of our encounters. Claire was not old enough to be my mother; she had one year on my paternal grandmother! Nevertheless, I loved being in her company but felt confused and guilty sometimes too.
Almost from the beginning Claire steered many of our conversation towards sexual matters, which used to drive me crazy. She had been married briefly when young but had stayed single the rest of her life. Her eyes would then go big and round as she told me details of her past relationships and explained how strong her sexual nature was compared to that of most of her lovers. She was never explicit. She only hinted at the naughty bits but that served only to make her stories more tantalizing. She appeared to have experienced a very full and active sex-life and was certainly not shy about sharing it. As God is my witness, I never twigged to the fact that she was actually trying to seduce me. I almost kick myself now when I think back on it.
I was so taken with Claire’s sexual confidences, though, that one morning I confessed to her my experiments with homosexuality during college, something I thought I’d never reveal to anyone. They were very hot little affairs but I was deeply ashamed of them.
“Oh my!” she exclaimed, “That is so wonderful, that you were not afraid to try out that side of your sexuality. So many men are so touchy around that subject,” she said placing a hand gently on my knee. “How refreshing!”
I looked into her eyes at that moment and saw her warmth and sincerity. Instantly that core of shame I had inflicted on myself those past several years vanished! My experiments on the gay side of life were okay and so was I. In having shared them with someone I loved and admired I was now free to own them. Claire had said so and accepted me for exactly who I was and even praised me for something I thought was meant to be kept a dirty dark secret forever. I told her as much and thanked her.
“Oh, no bother. I am quite bi-sexual myself,” she disclosed, much to my astonishment. “In fact, I had a woman lover for many years, a fellow teacher I met shortly after my divorce. I am so glad you understand and that I can tell you about her!” which she proceeded to do. Claire’s love affair with this woman sounded like a very warm and passionate relationship that only ended with the woman’s tragic death from cancer a few years before. “I have not been with anyone since,” she concluded.
This sharing between us only served to deepen our bond and to stoke our smoldering passion for each other. Claire cried when she related the story of her lover’s death, and how she’d cradled her in her arms as she drifted into oblivion. More than anything I wanted to reach out and hold her at that moment, but I dared not. I held back, fearing to offend her, that my “lechery” would be discovered.
Eventually of course, our passion for each other was bound to break through our best efforts to hide it. Our feelings for each other finally became stronger than our mutual fears of being rejected. Claire, it turns out, was as scared as I. A 44 year age difference after all, does give one cause for caution.
Naturally enough it began over breakfast. We had both completed our laps of the pool in better than average time and we felt truly proud of ourselves. We even high-fived when I left her at her door and continued on to my place. When I came back for breakfast I had changed into a pair of white tennis shorts and a matching polo shirt. I was still pumped up after our swim.
Claire, I noticed upon entering, had on a thin cream colored cotton blouse and a denim skirt. I also rather quickly spotted that today she was not wearing a bra. In fact, I could now and then make out through the thin fabric of her top the darker shades of her large nipples, especially when they were erect, as they all too frequently were. Then, and not for the first time in her company, I got an instant hard on.
I’m pumped up all right, I thought miserably, glancing down at myself. Wearing only shorts my erection was very hard to miss so I tried to hide it by sitting close up to Claire’s kitchen table. I fought with both lust and embarrassment as I continued to catch glimpses of two large succulent pink nipples through her top and felt my rock hard cock throbbing with unrequited desire. I fervently hoped against hope that she wouldn’t notice me staring or somehow spot my aching hard-on. I was out of luck on both counts.
“Would you like some more coffee?” she asked me smiling, bringing my gaze instantly from her chest to her face. A wicked little grin appeared there. Busted! She’d caught me looking – damn! I knew it and she knew it.
I immediately turned bright red and mumbled a yes please while madly wishing I could curl up somewhere and just disappear. Moments later she was at my side pouring coffee and, as I turned to allow her access to my cup, she saw it. Old Roger, my John Thomas, had made his presence known. My tennis shorts made me look like a ship of the line in full sail. I was mortified! Then it was her turn to blush bright red as I frantically tried to cover myself with my hands.
“Oh God Claire, I’m sorry!” I whined wondering just how the HELL I was going to get out of this one. “Please don’t be offended!” I begged her. Claire stood frozen for an instant, one hand flat against her cheek as she stared in astonishment at my rampant cockstand. Finally, putting down the coffee carafe, she looked directly at me.
“Offended!” Claire laughed. “My dear Tom, that is the nicest compliment I’ve received in years!”
I couldn’t help it. I broke out laughing and Claire joined in. The tension was broken but clearly the moment had yet to resolve itself.
“I’m so glad you feel that way,” I told her as our laughter receded. “I – I’ve been very attracted to you since we first met and I just didn’t, uh, well, think that you…”
“…Could possibly be interested in a witty, handsome and charming young man like you?” she finished for me, with a chuckle. “Nooo, of course not!” she drolled mockingly. “Tom, I’m very attracted to you too. But I’ve been so afraid our age difference would… that you would find me… well, too old and wrinkled and not at all the sort of girl a young fellow like yourself would ever want! Surely you must have dozens of girls your age after you.”
“No, Claire! No one’s chasing me!” I exclaimed. “That’s how I was feeling! I mean, uh, that you’d think I was way too young for you. Oh Claire, no! No never!”
S-So, does that mean–you do? Uh, want me I mean?” she asked tentatively.
Claire’s nervousness took me completely by surprise. Here all this time she’d been feeling just as anxious and scared as I was and I never picked up on it! Of course she would be scared, I realized. I felt like a complete, self-centered jerk.
Claire’s question still hung there between us, as if suspended by a single strand of hair like the sword of Damocles. I looked into her anxious eyes as I contemplated my answer, knowing full well that I wanted her more than any woman I’d ever met in my young life.
“Of course I do,” I said simply. “As if you can’t tell!” I said looking down at myself in full display, ‘three shorts to the wind’, if you will.
“Come here then,” she said, taking me by the hand and stepping back to make room for me to stand. “Closer” she whispered as I stood up. We looked briefly into each other’s eyes then brought our lips together for our very first kiss.
The feeling of finally holding and kissing this woman, the object of my feverish desire lo these many weeks, was electrifying. Gently I wrapped my arms around her as our lips met and parted and our tongues began their slippery dance around each other. Her lips were so full and soft against mine that I gently bit down on each one as if to test their lush reality. I stayed glued to them for what seemed like hours. Our mouths remained wide open to each other as our tongues probed and tangled erotically together. Finally we broke apart and stared at each other with astonished passion in our eyes. Then she moved her hand down and began slowly stroking my turgid cock through my shorts.
“Oh my God!” she sighed still looking into my eyes as she now gripped my cock in her hand. “Then, is this all for me?” she said with big round expectant eyes. I thought my poor prick would burst from the pressure if she stroked me any more. I had never had an erection like this one!
“Every inch and more,” I panted. “You just don’t know how badly I’ve wanted you to have it!” I groaned as her touch continued.
Then, in fulfillment of any number of lustful masturbation fantasies, I reached out and cupped both her big pillowy breasts in my hands. Her nipples were as hard as little rocks against my palms. I reveled in their feel and wanted desperately to suck them into my eager mouth. “Are these for me, then?” I asked her as I watched her eyes close and her head roll back. Claire moaned softly as my hands continued to gently squeeze her soft titties.
“Oh that feels good Tom,” she whispered to me. “It’s been so long…” She took both my hands in hers, pressed them briefly into her chest, then started moving backwards. “This way Tom, into my bedroom. Right now!” she ordered.
I followed her instructions eagerly. Once inside she sat at the foot of a plush queen size bed that was covered by a fantastically pretty duvet that had bouquets of pastel shaded wildflowers printed on it. White lace curtains adorned her bay window while her dark oak furniture blended superbly into her beige patterned wallpaper. Like Claire herself, the room was elegant and classy.
“Stand there for a moment,” she instructed me as she started to unbutton her blouse. “I saw you staring at these so I want to give you a good look.” So saying she let the thin cotton garment fall open and slide off her shoulders. Cupping a breast in each hand she held them up to me. “Do you like my titties?” she asked with a little grin.
“Claire, I’ve died and gone to heaven. They are magnificent!” I said in all sincerity. Her breasts were big and beautiful with only a slight sag betraying their age. Her dark pink nipples were huge with elongated tips that stood proud of her aureoles by a good inch. My mouth fairly watered in anticipation of having them between my lips. I moved to touch them but Claire stopped me.
“Is there something wrong?” I asked her. Oh no, is she backing away now? I shuddered in a moment of internal panic.
“No, no Tom!” she answered “ I just want a chance to look at you as well. Get undressed for me love, and let’s see that big monster between your legs!” she laughed. In a flash I stood before her naked, my pulsating cock standing fully upright against my belly. I loved her casual playfulness. Sex for me had always been so full of Sturm und Drang with women my own age.
“Sweet Lord!” she cried. “You’re huge! And it’s so beautiful! Oh my!” she exclaimed as she lightly grasped my rigid ‘monster’ in her hand. “Let me just play with it awhile,” she requested.
Claire reached out with her other hand and gently began stroking my balls. Meanwhile her other continued running up and down the length of me, stroking my throbbing prick slowly and lightly, savoring its feel.
“It’s yours to have and to hold for as long as you like, Claire. My God, I don’t believe this is happening!” I said in amazement. “ I’ve had you in a thousand fantasies and now you’re here with me and it’s really happening? Hey, you can play with him forever. I think he likes you!” I laughed to her.
“Hmmmm…” she purred. “I like him too! The skin is so soft yet you are so hard underneath it. An iron cock in a velvet glove!” she giggled. “And the head! Such a wonderful big hat he wears!” she cooed at my circumcised glans.
Claire was thoroughly enjoying herself and I delighted in being able to give her such pleasure. So did my cock, which was coming way too close to cumming!
“Stop a minute honey. Please. I don’t want to cum yet,” I said, staying her hand for a minute. “Besides, I want to see the rest of you too!”
I stepped back as Claire rose slowly from the bed. Undoing a clasp and running down a zipper at her side, she let her knee length denim skirt fall to the floor. She was completely naked underneath.
“No panties,” she giggled. “I kind of had my hopes up about today.”
“So I see! Claire, you look incredible!” I said with complete sincerity. She blushed at my compliment and held a hand to her face.
As she stood there I took in her whole visage, from her beautiful, expressive face down to her heavy breasts, her flat stomach with just the hint of a matronly roll, to her neatly trimmed patch of dark pussy fur with the fold of her pink labial lips just poking through. Her long sinuous legs were held together at the knees almost coyly. I moved towards her, then placing my hands lightly on her shoulders I looked directly into her sparkling blue eyes.
“I think I’m in love with you Claire,” I said to her with a smile. “I never thought this moment would come and now that it’s here I never want it to end.” I embraced her warmly, relishing the feel of her nakedness against my own.
“Hush now, baby,” Claire whispered into my ear. “Let’s take it slow and easy. One day, one thing at a time. Right now we need to fuck our brains out!” she laughed, hugging me tightly.
Mildly shocked and titillated at her profanity I attempted to lift her off her feet only to have my back remind me that I wasn’t quite healed yet. “Ow!” I cried. Claire jumped out of my arms.
“Oh baby, are you alright? You shouldn’t try to lift an old cow like me in your condition!” she admonished.
“Some cow,” I replied with a chuckle. “But you’re right. I need to be more careful.”
“Lie down!” Claire ordered me, taking charge of the proceedings. I moved to the side of her bed and lay down on my back. She quickly joined me lying on her side beside me. “You let me do all the work for now,” she said gently but firmly.
Being pampered was a totally new experience for me. It seems my back injury had at least one positive aspect! Until this time I had just assumed men did most of the work while their partners simply accepted what was given. The only time that had changed for me was with my two male lovers and even then I usually had to take most of the initiative. With Claire I was learning what making love was truly all about.
Claire began with a long passionate kiss, then licked and nipped her way down my throat to play magical little games with my nipples using only her teeth and tongue. This was something I had never experienced before. It was enchantingly pleasant. She next looked up into my eyes and, with an evil little grin, grabbed my cock and began kissing her way down to it, pausing excruciatingly long at my navel. Finally she raised her head, moved near the foot of the bed, looked me straight in the eye and lowered her mouth onto my waiting phallus.
Claire moved her mouth up and down my cock rapidly, sending bolts of ecstasy through me with each in and out movement. Then she paused, looked up at me and asked “Do you like it?” My groan was all the encouragement she needed. She plunged back to work as the first body wracking shivers of an immense orgasm began.
“I’m cumming soon, honey!” I warned her in case she wanted to pull away but her movements only became more urgent. I realized she wanted me to cum in her mouth and with that thought I began to ejaculate my hot cream down Claire’s eager throat. My entire body shook with convulsive shudders as I erupted into her. She never stopped pumping and she must have swallowed what felt to me like a quart of jism.
Finally her oral ministrations to my twitching cock slowed and stopped. She moved herself up beside me, hugged me and gave me an enormous kiss. I could taste the salty tang of my cum in her mouth and felt deliciously wicked as I savored it.
“Claire, oh babe. You are wonderful!” I panted into her ear as we embraced.
“Hold me,” she murmured. “Just hold me for awhile.” I wrapped myself around her tightly and rocked her gently in my arms. After many blissful minutes she pulled away from me and smiled.
“Aren’t we awful?” she grinned. I laughed and dragged her back to me.
“Absolutely depraved! Now it’s your turn,” I said wishing to brook no argument. “Lie back and let me explore your incredible bod, hon.” She rolled obligingly on to her back.
I began with a passionate kiss while feeling Claire’s fulsome breasts and toying with her long stiff nipples. She moaned as I tweaked and pulled them. My hand moved lower across the smooth expanse of her belly, down to tangle my fingers in the soft underbrush of her pussy. I lightly stroked her labial lips and felt the little nub of her clit under my finger as I stroked away softly, eliciting from her a gasp of passion each time I did so.
“God Tom, that feels so wonderful!” she gasped into my lips as I continued to kiss and fondle her now juicy sex. “Go inside!” she panted. “Fuck me with your fingers. Yes lover! Hard inside me! That’s it! In my hot cunt! Don’t stop!” she commanded. “Ohh Tom!” she moaned as I complied with a will.
Her language burned in my brain as my lips followed the trail blazed by my fingers. I quenched my first burning desire by capturing each of her magnificent nipples in my mouth and rolled, tongued and sucked them into submission. My hand was still busy between her legs, masturbating her with two fingers inside her surprisingly tight, hot and soaking wet sheath. I moved my mouth lower and joined my hand at the juncture of her long legs, both of which were now spread wide open for me.
As my head drew near her thrusting pussy I inhaled her musky scent then began licking her clit as my fingers continued their fast rhythmic fucking. Claire tossed and turned her head, crying out in pleasure as I worked away at her delicious cunt and hard little clitoris.
“Fuck me baby!” she called out. “Fuck my pussy hard baby! Your fingers feel so good! Oh God, lover! I’m cumming so hard!” she cried. I could feel her orgasm approaching as I continued my total worship and veneration of her grinding wet sex. Claire began sobbing in pleasure as her first climax charged through her body. Her back arched completely off the bed as her mouth yelled out a totally silent scream that that finally gained volume as the waves of passion began to dissipate.
I started to slow my hand but she urged me on. “Oh God, Tom! I’m cumming again!” she wailed, this time trapping my hand hard between her legs with both of her own. Again she was lifted off the bed as her body contorted and shook with the power of her second orgasm. Slowly she began to settle back down onto the bed, taking in deep lungsfull of air as she did so. I held her tightly around her hips as her body peaked and crested. We lay together that way for several minutes, not wanting the moment to end.
Finally sitting up Claire pulled me to her lips. “That was wonderful, darling, WONderful!” she repeated into my mouth as we kissed and she licked her juices off my face. She was still trembling with orgasmic aftershocks as I laid us both gently back down on the bed and cuddled her close to me. “How is your back?” she asked me with a worried expression.
I laughed. “Just fine love.” I cherished her caring and concern. It was so sweet and so different from the way other women had treated me, especially my last lover. Sandra had been a selfish little brat, who thought only of her own pleasure which, I began to realize, was typical of the women I’d chosen to love.
“Hmmmm, you are an incredible woman Claire,” I whispered in her ear. “I want to make you happier than you’ve ever been before. How can I help make that happen?” I asked her.
“In bed or out?” she smiled.
“Both,” I said “But I’ll start with bed.”
“Then fuck me,” she said urgently. “Let me get on top. That will be easiest on your back. Then talk to me while we fuck. Tell me how you like it. Don’t be shy!” she admonished, kissing me lightly and grabbing my now stiffening prick and pumping it to full stand.
“God, yes!” I cried. “Get on me. I’m dying to feel my cock buried inside your hot little pussy!”
With that, Claire moved down my body, gave my erect prick a few quick sucks then straddled my thighs. Taking my throbbing dick in her hand she squatted over the head and guided it inside herself. As I entered her she shuddered and began to move herself up and down my rock hard cock, causing an incredible sensation identical to being sucked off. “I learned how to do this watching porn videos,” she giggled as she pumped away.
“Oh, sweet Jesus, Claire, fuck me!” I panted. “Your cunt is so hot and tight! Fuck me, honey! Gawd!” I gasped. The sensations were incredible. I reached up and grabbed her swaying tits. “I love your titties honey! They’re so big and your nipples are so hard!” I told her as I fondled and squeezed each one. “You don’t know the number of times I jacked off imagining myself here now squeezing your big tits and fucking your hot cunt!” I hoped Claire liked my running dialogue. She did.
“God Tom, I love it when you talk to me that way!” she panted, coming close to climaxing once again, as was I. “”Oh fuck me lover! Drive your cock deep inside me!” Oh! Oh! I’m cumming lover! Cumming again! Ohhhh! Ohhhh!”
Her words sent me over the edge and I came with her, pumping yet more cream, this time deep inside her. I had never experienced an orgasm like it. I felt completely joined to her in body, mind and spirit. When our tremors and shivers began to subside she collapsed against my chest and began sobbing with pleasure. Her hot tears dropped onto my chest as I held and caressed her, never wanting to let her go.
“Oh Claire, I love you so,” I murmured into her hair. “I never knew it could be like this. I am so grateful!”
And I was. Through my friendship with Claire, culminating in our lovemaking, I had rediscovered my manhood. For years, I realized, I had been searching for my mother’s acceptance and love through relationships with selfish, indifferent and often cruel copies of her. If I could make one of these women love me I believed, I could finally love myself. I would be complete. Claire, through her caring and compassion, taught me what a futile quest I was on and what a real and complete woman truly was. The other women in my life, including my sad and alcoholic mother, had no love to give. Claire had it and gave it to me in abundance, freely and without condition.
“Tom, darling, this is a two way street,” she told me, wiping away her tears. “You make me feel so wanted, so sexy. After Carol died and the years passed I wondered if I would ever be pleasing to anyone again. I know we can’t have a conventional relationship…” I began to interrupt. “No. Listen to me Tom. We take this a day at a time and, no matter what else happens, we remain friends. But a conventional relationship? Be realistic. Let’s just enjoy what we have to the fullest.”
Being young, I wanted to plunge ahead into a full romance. Claire’s wisdom knew that wasn’t going to happen. As the days went by we grew closer and enjoyed some of the best sex of our lives. Yet at the same time Claire at least understood that my life was still before me and that hers was coming to a close.
In time I began to understand and appreciate the nature of my relationship with Claire in the way that she did. We had come into each other’s lives at a difficult time of transition and we had helped see each other through to the other side. If we tried to hang on to the sex and romance we would risk damaging or even destroying what we had so carefully created and healed in each other. Our wiser natures prevailed. Besides, Claire refused to have sex with me if I was seeing another girl! ‘Cheating’, of course, was not in her book.
I went on to have three other relationships with women my own age while with Claire, and the third woman I married. Claire was at the wedding as a most honored guest of us both. My mother never even made an appearance.