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Shopping For Fun

Category: Mature
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The day that I went to the local food store, my intentions were to pick up a few items that are essential for the survival of a single guy living alone, nothing more. I hate grocery shopping. I’m twenty-three and my latest girl friend had moved out about three months ago, so there were no home cooked meals waiting for me when I got home from work.

We had a pretty good relationship, but our sex life sucked. She had her “restrictions” on when sex was appropriate for her. This left me relying on my right hand most of the time. I have to admit that I was getting very good at jerking off, but this was not how I had imagined my hot nights would be.

As I said before, my intentions were to get what I needed at the store and head back home for a frozen dinner followed by a few beers. Walking up and down the aisles as quickly as I could, grabbing what I needed and putting it in my carrier, my eye caught a quick glimpse of a long set of legs at the far end of one aisle, pushing a pretty full cart. Being inquisitive and always appreciative of a good set of legs, I increased my shopping speed, telling myself that I could live without canned hash this week. I rounded the corner, spying my quarry half way down the next aisle. T

he legs, which I had seen for just a second before, looked much longer now. In fact, I’d say that this girl was close to 6 feet tall in her heels. She was wearing a pair of bright orange shorts that came just a couple of inches down her legs. I’m was sure that if she bent over I’d see a good portion of the cheek of her ass. The white top that she wore was snug and short.

When she reached up to grab an item on the top shelf, it climbed up high enough so I could see the bottom of her bra. Her hair was a dirty-blond color, tied back in a ponytail. I loved watching it pitch back and forth as she moved her head, looking for what she wanted. I could feel my dick start to harden as the body of this girl and my imagination began to get me horny. One of my favorite fantasies has always been one in which I meet a sexy girl at the store, preferably not a grocery store, bring her home, and have sex with her.

“Man, I’d love to have that tonight instead of using my hand,” I thought to myself. “Hey baby, want to come home with me for some fun?”

I was very content to follow this beauty down the next aisle too, slowing my shopping speed to match hers. She moved with a deliberate speed. I could tell that she was in no hurry to rush home to cook for kids and a hubby. Her posture too, seemed to show a sense of pride in herself. Her back was straight, her shoulders back, not slouched. Even her ass seemed as if she were holding it tight so that it wouldn’t bounce the wrong way as she walked. I needed to see the face of my newly found, work of art. All the time I had followed her, not once had she turned so that I could get a frontal view. As she turned the corner and headed down the next aisle, I decided to head her off at the pass. I didn’t follow her down that aisle, but went to the next, hoping to meet her face to face somewhere down this one. I wasted time pretending to look for an item, keeping my eyes towards where I knew she would be coming. I waited and waited but she didn’t show.

“Damn,” I said quietly. “Fuck.”

Maybe she doubled back on me, I thought. I turned quickly, hoping to find her if I went back the way I came. As I took my first step without looking, I slammed hard into a basket filled with food. Pain rocketed up my arm as I hit the edge of the basket. I grabbed my arm and began rubbing it as I looked to see who it was that had blind-sided me. I was ready to give whomever it was a piece of my mind, when I saw a ponytail behind the face of the driver, swinging back and forth. It was she, but it couldn’t be. The face I was staring at didn’t match the body. The body I was following belonged to a girl, twenty, maybe twenty-five years old. The face I was staring at belonged to a woman that was between forty and fifty years old. I stared into her deep blue eyes. The skin of her face was smooth, a few age lines coming from the corners of her eyes and some at her mouth. Her lips were large, perfect teeth flashing behind them as she talked to me, but I didn’t hear anything. My brain was totally involved with straightening out my preconceived ideas about what I thought I would see, and what I was seeing. This woman was my mother’s age and had my sister’s body. My eyes left hers and moved down her body. Her neck was long, just as I would have expected for such a tall woman. I’m sure she was five feet ten inches without those heels she wore. I stand about five feet eight, so she looked down at me as she continued to try to break through my silence. The tight white top that she wore covered her breasts as if it had been painted on. I could make out the edge of the top of her bra through the shirt. Her tits weren’t big, maybe the size of the large orange I had in my carrier, but very firm looking. I looked back to her blue eyes and finally heard the words that were coming from those big lips.

“Are you alright?” she asked. “I’m terribly sorry. I didn’t realize that I was so close to you. Hello. Can you hear me? Are you okay?”

“Oh, yeah,” I said, feeling like an idiot for being silent for so long. “No problem,” I continued, as I stopped rubbing my arm, even though it still hurt like hell. “It was my fault. I should have watched where I was going.”

My eyes were still locked onto hers. It was as if the entire building had disappeared and we were standing alone in a vacuum. She smiled at me and my heart immediately began to race. My mouth got dry and I could feel my face starting to flush.

“Nonsense,” she said. “It was all my fault. Are you sure you’re all right? That’s a nasty looking bump you’ve got growing on your arm.”

She reached out and touched my arm with her hand. Her fingers were warm and soft as she gently rubbed the spot where a red lump was growing. My breathing began to quicken as an electrical current went, from where her hand rested on my arm, directly to my dick. I felt the skin of my cock tighten as it grew inside of my shorts.

“Honest, I’ll be fine,” I said, as I slowly pulled my arm away from her. Even though she was no longer touching me, I felt her warmth and what it had done to my body. “Was there some reason why you were staring at me?” she asked, as we stood, in the all of a sudden, empty aisle.

Again I stood staring and not saying a word, thinking she had known that I was following her.

“After I hit you,” she continued, “all you did was stare at me.”

“Oh,” I said with relief, trying to think quickly. “I’m sorry I stared. I guess I was kind of shocked by the whole incident. Plus, you do look very familiar to me, but I don’t know why. Maybe I’ve seen you before in here, or somewhere else. You do remind me of a girl I dated back in high school.”

I threw out that last bit of a lie, just to see where it would take me.

She laughed quite loudly at my last line and I thought that I had just shot myself in the foot. I did, however, have the pleasure of watching her tits bounce up and down as she laughed.

“Well,” she said. “It has been quite a while since high school for me, but if I had been your girl friend, we would still be together. Thank you very much for the unexpected compliment young man.”

As she spoke, I noticed her nipples begin to harden. Slowly, small round buttons began to appear under her tight shirt. As each word left her lips, her nipples pushed against her bra, aching to gain freedom. By the time she had finished saying “young man”, you could see those two hard rocks if you were standing on the other side of the store.

“Yeah, well, if you were that girl, I wouldn’t have let you get away,” I said, trying to give my most sincere smile.

Now she was the one staring and not speaking. I could see that she was both excited and uncomfortable with our conversation. She looked down into her basket of food and then at me. She shifted her weight on her feet and took a very visible deep breath. Her tits rose up and out, her hard nipples pointing at me like two fingers. Even with her very deep tan, I could see her blush.

“Well,” I said, breaking the silence between us, “I better finish with my shopping. A single guy doesn’t need much. The problem is finding it. It looks as if you’re pretty much done shopping for your family.”

“Oh, this is all for me,” she said, thankful for the chance to take whatever she was thinking about, out of her mind. “I shop once a month. I get all that I think I’ll need on this trip, and then just buy meats when I need to.”

“Sounds like a good system,” I said.

“It works for me,” she replied.

I thought I sensed some disappointment in the tone of her voice. It was as if she didn’t really want our conversation to end.

“Well, maybe I’ll see you in a month,” I said, as I began to walk from her.

“That would be very nice,” she said smiling. “I am very sorry about hitting you, but it was a very nice pleasure meeting you. I never did get your name.”

“It’s Mike,” I said, walking back towards her and holding out my hand.

“I’m Catherine, … Katie,” she said, as she reached out and held mine tightly.

She let go of my hand, with some reluctance, as we both went in different directions. As I neared the end of the aisle, I turned to get one last look at this older woman that had gotten my blood boiling. I watched her ass rock from side to side as she neared the end of the aisle. She turned to look back and our eyes met once more. She smiled and waved, her nipples still as hard as when we had talked. I gave a smile and wave back, enjoying our encounter and thinking about how good jerking off tonight would be, thanks to Katie.

I finished my shopping at about the same time my dick had finally deflated. I had too many items to get into the speed line without causing a riot, so I waited, for what seemed forever, to check out. As I grabbed my bags and left the cashier, whom do I see waiting for me but Katie. I never noticed her again in the store until now. Her basket was filled with bags as she stood there smiling at me. I smiled back, delighted with the opportunity to see her one more time before I went home to jerk off as I thought about her. We walked together as we left the store.

“We meet again Mike,” she said with a very wide smile across her face. “This time I promise not to run you down.”

“Oh, forget about that. Look, I’m doing great,” I said, as I shook my arm in front of her. “The doctor says that they won’t have to amputate.”

She laughed at my little joke as she reached out and put her arm around my shoulder to stop our walk.

“I still feel very bad about what happened in there,” she said to me, as we stood outside of the doors. “I wish there was something I could do. Let me at least treat you to a cup of coffee at the Dunkin Donuts over there.”

She pointed to where the coffee shop was in the shopping center. There was a line clear outside of the doors. My whirling mind and activated hormones wanted to have that coffee with her, but the line seemed endless. As we both looked at the coffee shop, we knew that it was out of the question at this time.

“Looks like I’ll have to take a rain-check,” I said.

“It does look like quite a wait over there,” she said disappointedly. “I feel so let down. When we meet again, no matter how long the line is, I’m taking you out for that coffee.”

“It’s a deal,” I said, hiding my own disappointment, hoping that I would see her again. “Do you need some help with those bags?” I asked, wanting her to say yes, strangely not wanting this older woman to leave me.

“That would be so nice of you Mike,” she said. I could hear the happiness in her voice as she accepted my offer. “I’m parked just over there.”

She pointed to where a Benz sat by itself. Not only did this woman look good, she rode well too. I put my two bags on top of hers and pushed her basket towards her car. Katie pulled her keys from her purse, disengaged the alarm, and popped the trunk. I loaded her bags into the trunk with her help. Every time she leaned in to put a bag down, her tits would pitch forward. I imagined one of them falling out and helping her put it back inside of her shirt. My dick grew hard once more, as it had inside the store. I wondered if she could notice the bulge in my shorts. I stood back and watched as she took the last bag and placed it as far back as she could, into the trunk. She had to lift her right foot high off of the ground to get it back there. Her shorts rode up on her ass, revealing her untanned cheek to me. I took all of my strength, not to reach out and grasp it firmly in my hand. When she had the bag positioned just right, she slowly lowered her leg and turned to face me. We stared at each other, saying nothing. Finally, it was Katie who spoke.

“Thank you very much Mike,” she said, holding out her hand. “I do appreciate your help and I’m still very sorry about hitting you in the store.”

“It was a pleasure to help you Katie,” I said, shaking her hand and holding it tighter than I usually would have. “And don’t lose any sleep over our little fender-bender. Just remember, you owe me a coffee.”

I turned to leave her and go to my car. I didn’t look back this time, thinking that if I did, I wouldn’t meet her again. I heard her car door open and close and the engine turn over quietly. I snaked my way through the parked cars until I reached mine. I put my bags inside and walked the basket over to a holding pen that the store had for them. Just as I got back to my car, another pulled up next to me. I turned just in time to see the tinted passenger window lower and Katie’s smiling face appear.

“Hello Mike,” she said cheerfully. “We meet again.”

“Three times a charm they say, right?” I said, not being able to hide my joy at seeing her. “So what brings you to this magical shopping center?” I asked smiling, as I leaned into the open window.

I couldn’t help but notice how high Katie’s shorts had gone up on her legs. The edges were now tucked deep inside of her crotch. The mound created by her pussy stood out as if it were on display for me to see. The sides of her shorts were up so high that I could see the side of her ass being pressed out by her weight as she sat. Her nipples were as hard as rocks once again. I wondered if she had prepared herself to look like this for me.

“I was thinking,” she said carefully. “Who knows if we’ll ever bump into each other again? I feel badly about hitting you and then I couldn’t even buy you a cup of coffee. I was wondering, as I sat in my car, if you wouldn’t mind coming to my house so I could at least make you that cup of coffee. I live just a few blocks away, and I’m sure that I make a better cup of coffee than Dunkin Donuts. Please, would you do this for me? Please.”

Her last words came out of her as if she was begging for her life. I could even see it in her eyes. I thought that if I said no, she would start to cry then and there. I also thought that if I said no, that I would be a complete idiot. Here I had an attractive woman, so what if she was older, inviting me to her house, no questions asked. Even if nothing happened, and I really didn’t expect anything to happen, it would be better than spending the next hour alone. And besides, I would be getting a good cup of coffee, not the instant crap I made for myself. I tried to give the impression that I really had to think about the answer I was about to give her. I looked at my watch and gave her the most thoughtful expression my face could exhibit. I then let a smile grow on my face.

“Sure, why not Katie,” I said. “That sounds like a great idea. Hey, like you said, we may never meet again and then I would never forgive myself for missing out on the opportunity of having coffee with a very attractive woman.”

“Fantastic,” she said, as she clapped her hands together. “Just follow me. We’ll be at my place in just a couple of minutes.”

She raised the window of her car and pulled forward, waiting for me to get into my car to follow her. As I turned the key to start the engine, I wondered what I was really getting myself into. Would she just want someone to talk to, telling me boring stories of her sad life? Did she only want me to do some minor chore at her house that she couldn’t do? Maybe she was taking me to some place where someone else was going to be there to rob me? I wondered if this was just a big mistake that I had let myself get into. I followed her car, letting my mind run wild, not really paying any attention to where she was taking me. When we had driven for maybe ten minutes, I finally took notice of where we were. Katie had stopped at the gates of the most expensive, and very exclusive, communities in our area. It was set up like a condo, but the units were separate homes. Everything was taken care of for the residents. They even provided a weekly maid service. Only the very wealthy lived here. A high wall surrounded the property, keeping the non-desirables, like me, out. The guard was there 24 hours a day, letting only the residents and their guests in. Even deliveries had to be approved before they were let inside. There went my theories about being robbed or doing some menial chore, and now I really doubted that she had sad stories to tell. I decided that whatever was about to happen to me would definitely be a first.

I watched as Katie talked to the guard for a few moments and then saw him tip his hat to her. The brake lights of the Benz went off as Katie slowly drove inside. I slowly drove up towards the guardhouse, thinking that I needed to stop. The guard just waved at me to continue on, tipping his hat to me with a smile as I drove on to follow Katie to her home. I watched in my rearview mirror as the gate slammed shut, feeling very out of place.

I followed Katie’s car through the complex until she finally reached her house. I saw the double-door of the garage open as she pulled up the driveway. Katie quickly pulled inside as I turned into her driveway, preparing to park there. I saw her get out of her car and motion me to pull inside of her garage also. As I slowly pulled inside, I watched as Katie bent down slightly and reached between her legs to pull her pants down from where they had been wedged. She then reached behind herself and tugged at her underwear that had sunk deep into the cheeks of her ass. Before I knew it, I was at the back wall of the garage and I had to hit the breaks hard so that I wouldn’t go through it. Somewhat embarrassed, I got out of my car as the garage doors silently closed.

“I take it,” she said with a smile, “you don’t park in a garage at home.”

“You’re right,” I said. “I let the neighborhood birds use my car for bombing runs.”

She stood, leaning against her car, with her arms crossed over her chest and her long legs crossed at her feet. It seemed as if she were admiring the catch that she had brought home from fishing. She tilted her head slightly, causing her ponytail to swing freely behind her. I stopped at the end of my car, not knowing what to do next, when the trunk of her car popped open. I jumped, startled by the noise and action, making Katie laugh slightly.

“I’m sorry,” she said through her contained giggle. “I didn’t mean to do that to you. Do I make you nervous?”

“Well,” I said smiling, “this isn’t how I expected my shopping trip to turn out. First I meet you, and now I’m in a place where the guards would never let me get close. In fact, I was very surprised that he let me through the gate at all. What did you tell him?”

“Oh,” she said, trying to put a thoughtful look on her face. “That was easy. I told him that you were my new boyfriend and that you should be let in whenever he saw you.”

My jaw dropped and I stood frozen as I heard what she had said. Katie then burst out laughing as she saw my reaction.

“I’m sorry Mike,” she said, as she regained control of herself. “I’m playing with you and I really shouldn’t. I hate myself for what I just said to you.” Her expression became more serious as she continued to talk. “I didn’t say that to the guard. Forgive me. I told him that you were my nephew and that I had invited you over for some lunch. I hope I didn’t upset you with I just said.”

“No. Not at all,” I answered, somewhat relieved and somewhat disappointed. “You sure are a convincing story teller, I’ll give you that much. Let’s get your bags inside before some of that stuff melts.”

We grabbed as many bags as we could and made our way out of the garage. There were a few steps to go up, so I had the good fortune of watching Katie’s shorts wiggle back and forth in front of my nose. I followed her to the kitchen and placed the bags on the table.

“I’ll go get the rest while you put this stuff away,” I told her.

I slowly made my way back to the garage, taking notice as I went of the fine furnishings of the rooms I passed. Katie looked good, drove in style, and lived in comfort. What in the world was wrong with this picture?

“Me,” I said out loud.

“What was that Mike?” Katie asked from the kitchen.

“Nothing,” I yelled back.

I heard Katie opening and closing cabinet doors as she hurried to put things away. I finally emptied her trunk and brought the last bags up to her. She had already put everything else away. As she began to work on the ones I had just brought her, she stopped suddenly and looked at me.

“What about the food you bought Mike?” she asked. “Did you get anything that needs to be refrigerated?”

“Yeah,” I said, totally forgetting about my gourmet, frozen dinners. “I’ve got a few things that are going to melt.”

“Listen,” she said. “I have a refrigerator-freezer in the garage. Why don’t you go put your stuff in there so it doesn’t thaw. I’ll start making us our coffee. Go on, you can’t miss it.”

She waved her hand playfully at me to go, so I made another trip back to the garage. I stood on the landing, looking for her fridge-freezer. I finally realized that it was in the corner by my car, pretending to be a fine looking cabinet. None of my living room furniture looked as good as the appliance she kept in her garage. I took my bags out of the car and found room for them. As I turned, I saw Katie standing at the top of the landing. As I walked over and stood below her, I looked up and found myself staring right up her shorts. I didn’t mean to sneak a peek, but it wasn’t like there was anywhere else to look. Katie smiled down at me and shifted her weight, opening a wide space between her shorts and her leg. I could make out the white color of her cotton panties that covered her mound, even in the poorly lit garage. I felt my cock start to harden, the tip feeling as if it were on fire. I broke my gaze away and turned to go up the stairs, mentally telling my dick to stop what it was doing.

“I take it, you found everything,” she asked, not making the slightest of indications about what had just occurred.

“Yeah,” I said, trying to act as normally as I could. “There was plenty of room for my bags. Thanks a lot.”

Katie waited for me to reach the top of the stairs, and then gestured that I go first. I squeezed my way past her, coming about in inch away from rubbing her tits against my chest. I caught a faint wisp of perfume that I hadn’t smelled before. As she walked behind me, I thought I could feel her breath on my neck. Soon, the aroma of the coffee

Katie was making began to fill my sense of smell. Whatever it was, I was sure it would be better than Dunkin Donuts.

“That coffee sure smells great,” I said. “What kind is it?”

“Oh,” she said, sounding somewhat embarrassed, “it’s something that I have imported from Brazil. I grind up the beans only when I’m going to use them. And, I only grind up these beans on very special occasions.”

“Well, you sure know how to make a guy feel special,” I said, “and poor. My usual coffee is instant.”

She smiled at me, and I could sense some kind of, dare I say, compassion, for how I felt.

“Look Mike,” she said, as she took a seat at the table, “I wasn’t born well off. I came into this world, just as middle class as you. I got lucky, married a rich man. But now he’s gone and all I have left is what you see here. Don’t always equate wealth, or happiness, with money. It’s been a long time since I’ve made this particular coffee, and it’s all because of how nice you’ve been to me. You may not think that you’ve done a lot, but to me you have.”

I took a seat at the table, not knowing what to say or do. I felt as if I had hurt her feelings, and thinking about how I had looked up her shorts and everything else, made me feel like a real asshole. Finally, I spoke.

“I’m very sorry if I did anything to offend you Katie,” I said, reaching out and touching her hand. “I didn’t mean it that way. I just hope that some day I can get ahead, maybe live as well as you. That’s all.”

She smiled back at me and squeezed my hand.

“Don’t worry Mike,” she said. “You didn’t hurt my feelings. I just hope you don’t like me because I have some money.”

“Oh no,” I said quickly. “Hell, I didn’t have the slightest idea. I truly enjoyed meeting you at the store, just because you’re you. I haven’t felt this comfortable with a woman ever. Believe me, I don’t just get up and go to every woman’s house that I meet to enjoy their company or their coffee.”

I smiled as I got a chuckle out of her. Katie got up and went to a cabinet to get us a couple of mugs for our coffee. As she reached up, all of my just felt feelings about hating myself for looking at her body flew right out of the window. As her long body extended in front of me, my eyes locked onto her ass once more. Once again the soft, white skin, of her untanned ass, came into view and made me want to reach out, and take hold of it. The edge of her white panties was visible, as she went up onto her toes to get the second mug. As she came down, I took my eyes to a different location. I spotted a graduation picture on the shelf of her china filled hutch, and went over to look at it.

“Is this you?” I asked, as I picked up the picture and took a closer look at it.

“Yeah, that’s me,” she said, as she prepared to pour the coffee for us. “It’s my high school graduation picture.”

“You haven’t changed that much,” I said honestly. “I see you still have your hair tied in a ponytail.”

The date on the picture was 1976. Doing some quick math in my head, I put Katie’s age somewhere between forty-two and forty-four. My mother is forty-three. I wasn’t even born, or thought of, when this picture was taken.

“I’ve changed a little bit from when that was taken,” she said, as she sat back down at the table. “If you’re trying to figure out my age, why don’t you just ask?”

“Oh no,” I said, as I sat down with her. “I wasn’t doing that. I was just amazed at really how little you’ve changed.”

“Yeah right,” she said. “I’m forty-three, if you were wondering, and proud of it.”

“Honest, I wasn’t trying to figure out your age,” I said, as I sipped some of the coffee she had made. “Wow, this is good stuff. I’ve never had coffee that tasted this good. Now I know where to go when I want a really good cup. This sure beats what I’m used to.”

“You’re always welcome Mike,” she said softly.

Katie smiled as she took another sip from her mug, her eyes staring at my pleased face. I watched, as her large lips seemed to caress the rim of the mug and slowly pull away. Our eyes became fixed on each other, I don’t know for how long, as we both enjoyed the warmth of the hot liquid the entered on bodies.

“So your forty- three and proud of it,” I said. “Well, I’m twenty-three, and proud of it too. Tell me, what’s your secret? I’d like to be in as good of shape as you are when I get to that age. How do you do it?”

“I’ve always felt that that old saying, “You’re as old as you feel,” is true,” she said, as she took another sip of coffee. “I don’t think of myself as old, by the way, forty-three isn’t old. I try to keep in shape and eat the right foods. I have a small gym above the garage. I’ll show it to you when we finish our coffee.”

We both had a second mug of coffee, talking about the weather, politics, my job, and even sports. Time flew by as we enjoyed each other’s conversation. When we had finished our coffee, Katie got up and placed the mugs in the sink. She came back to the table and leaned down on it, facing me. The tops of her tits grew, as they swung towards me.

“Now would you like to see how this old lady stays in shape Mike?” she asked with a wide smile across her face.”

“Sure, I’d love to,” I said as I got up from my chair.

“Just one thing,” she said. “No shoes. We have to go through my bedroom to get to the gym. I have a rule about shoes and carpets. I hope you don’t mind.”

“Not at all,” I said, as I reached down to unlace my sneakers. “I had to live with that rule for a long time with my parents, so it’s not something I’m not used to.”

As I took my sneakers off, I watched as Katie lifted her right leg and brought it across the front of her left to unclasp her heeled shoes. She balanced on one foot without wavering, gracefully removing the shoe from her foot. I admired the firm muscles of her thigh, as her position accentuated them. She gently placed the shoe down and did the same for the other. I couldn’t believe that taking shoes off could be sexy, but Katie had proven that it was possible. When she had finally finished, I got up from my chair and followed her as she took me through the rest of the house. We made our way through the living room and towards the short flight of stairs that would take us up to another level. Our feet sank deeply into the thick rug. Katie stayed next to me, pointing out the interesting articles that she had obtained through her life. As we reached the stairs, she took the lead, climbing the stairs with an energetic bounce. I followed her speed, carefully watching the cheeks of her firm ass as we went. It was as if I was seeing a Dallas cheerleader give me a personal show as she cheered her Cowboys on. We turned right at the landing and proceeded through Katie’s bedroom. A large, king size bed was positioned between two circle head windows. A large screen television was against the wall that we walked next to. I thought my entire home could fit in the room. Bedroom furniture, a couch, chair and table, and even an office desk fit easily with room to spare. I stood gawking as Katie continued to walk.

“Don’t you want to see my gym?” she asked, as she made her way through the doorway, “or do you just want us to stay in here?”

I felt more embarrassed by what she had just said than by my little boy awe of her bedroom. I quickly walked to catch up to her, noticing the private bath that I was now passing through. A large Jacuzzi tub, surrounded by what I was sure to be Italian marble, sat under a skylight. An enclosed shower, equipped with at least a dozen shower heads, was under a second. Very definitely, my dirty sneakers did not belong on this second floor. Katie waited for me at the door that I knew had to lead to her gym. How convenient it must be to be able to work out in one room, walk to a whirlpool in the next, and then relax on a comfortable bed after that. As I entered her gym, I couldn’t believe how well equipped it was. The center of the floor was covered with a large, well padded, mat. One wall was completely covered with mirrors. A rack of free weights and lifting bench were at the far end of the room. A rower, stationary bicycle, treadmill, and Stairmaster were over by the windows. She even had a heavy bag hanging in the corner. I walked into the middle of the room, gazing at what she had, and nodded my head in approval.

“You sure take your physical conditioning seriously,” I said, “but I didn’t have to see all of this to know that Katie. I’m impressed.”

“Thank you Mike,” she said proudly. She stood with her hands on her hips and her feet spread apart. She reminded me of the pose that Superman was always shown in. “I even take martial arts lessons twice a week. Watch.”

Katie walked over to the heavy bag and gave the bag a few solid blows with her fists. She then quickly spun her body, her right leg coming up as high as her head, landing a hard, round-house kick to the bag, which probably would have knocked anyone out that might have been standing there. The sound of the kick echoed in the room. If she meant this as a warning to me, her message was understood. Anything that happened to Katie happened only if Katie wanted it to.

“If I ever get into a tight situation, I hope you’re by my side there, champ,” I said. “You know how to take care of yourself.”

Katie smiled and took a step towards me. Instinctively, I stepped backwards, not wanting that foot to be aimed at my head.

“Hey Mike,” she said, stopping her advance, her voice sounding apologetic. “I didn’t mean to scare you. I just wanted to show you that I’m pretty fit for my age.”

“You didn’t scare me,” I said, not really knowing if I was kidding myself. “I just wasn’t sure what you were planning to do next.” Lying, I said, “I used to wrestle in high school; varsity, for two years. Won a few, lost a few.”

“Really,” she said, excitement growing in her eyes.

“Now what have I gotten myself into,” I wondered to myself.

“I love to wrestle,” she said, her voice rising in pitch as she advanced towards me once again. “We have matches at my martial arts classes and I always fight the instructor. He and I have had some tough matches. He thinks I’m quite a handful. Would you like to give me a try?”

She positioned herself in front of me, crouched with her hands stretched out towards me. She smiled, but it reminded me of the Cheshire cat. I took another step backwards, only this time she took two more towards me. If I didn’t talk my way out of this, I was going to be in quite a tussle with a woman as old as my mother.

“Look Katie,” I said, holding my hands out towards her to fend her off. “I might hurt you or something. Remember, I’m a lot younger and stronger than you.”

“So is my instructor,” she said, her expression becoming more serious.

“Katie, stop it,” I said, smiling, almost laughing at what was about to happen.

“Are you ready Mike?” she asked, that Cheshire grin growing ever larger.

“Katie,” I said in a tone filled with disapproval. “Don’t do this.”

The last word had barely left my lips when she sprung forward like a cat. We grabbed each other’s hands, pushing against each other with all our strength. The power she displayed shocked me. I knew I was in for a fight. I looked into her eyes and saw her fierce competitiveness. We circled the mat once, neither one of us gaining any ground. Suddenly, she pushed our arms out, causing our bodies to slam together. I was just beginning to sense her soft tits pushed up against my chest when I felt her leg wrap around mine. She grunted and pushed hard against me, making me lose my balance. In slow motion, I saw the ceiling of the room come into view. It seemed like minutes before my back slammed hard onto the mat. A flash of light was all I saw as I heard the air from my lungs blow out of my mouth. I held onto her hands as hard as I could, not wanting her to get free and beat the crap out of me. I used all of my strength and lifted my hips as hard and as fast as I could, off of the mat. Katie was surprised by this move and I was able to get her off of my body. As her body flew through the air, our hands separated. Katie landed next to me on her back. She scrambled quickly, trying to avoid my grasp. As she got to her hands and knees, I lurched from the floor, grabbing her around the waist with my left arm, my right curling around her left thigh. My face rested on the right cheek of her ass, the left one was fully exposed in front of my nose, her shorts and panties having been pulled deep inside the crack of her ass. I strained to keep my hold as I heard Katie’s grunts to break free. I tried to grab the thigh of her right leg to tip her over, but as I did, I felt the muscles of that leg tighten and she was able to free it. She spread her legs wide, extending the right one far from my grasp. As I rested, trying to think of some other move that would allow me to pin her down and enjoying the close-up view of her firm ass, Katie came up with a move of her own. As my mind raced, trying to think of a plan, I was shocked by what I felt next. Suddenly, Katie had her hand up the leg of my shorts, trying to get beneath my underwear. I hadn’t noticed my cock get hard, but as Katie’s fingers wrapped gently around it, I knew where most of the blood I used to think with had gone.

“Hey,” I yelled, as I let my grip on her go, scrambling away from her. “That’s not fair. When did we agree to that rule?”

Katie was laughing so hard that I know she didn’t hear a word I said. She had her knees pulled up to her chest as she rolled on the mat, her tight ass pointing straight at me. I crawled back towards her and gave her a quick slap on the ass. Her legs fell immediately back down to the mat, but she continued to laugh. I quickly put my body on top of hers, grabbing her hands and pulling them above her head.

“You cheated,” I said smiling. “You lose.”

Katie looked into my eyes and slowly began to control her laugh. I felt her slowly spread her legs beneath me and my body gently fell between them, my hard cock resting where the opening of her pussy was. Slowly, I brought my face close to hers and kissed her softly on the lips. Katie kissed me back, just as softly. Gradually, she began to open her mouth, wanting me to push my tongue deeply into it. Suddenly, I realized what was happening between the two of us and I lifted my mouth from hers.

“What am I doing?” I said. “I can’t do this. This isn’t supposed to happen. This isn’t right.”

Quickly, I got off of Katie and moved away from her.

“I’m sorry Katie,” I said. “I didn’t mean to do that. That’s not why I came here. It just happened. Don’t be mad at me. I’m sorry. I’ll go.”

“Don’t be silly Mike,” said Katie as she propped herself up on one arm. “Nothing wrong happened. We’re two adults just having a little bit of fun. You were having fun, weren’t you?”

I couldn’t help but smile.

“So it went a bit further than either one of us expected,” she continued. “Honestly, I invited you over just for coffee, and maybe some conversation. I didn’t bring you here to seduce you. I’d be lying if I said that I wasn’t attracted to you, but that’s not the point. I enjoyed your company. I enjoyed you. What happened here was spontaneous. I didn’t plan it this way.”

“I believe you Katie,” I said as I regained my composure. “It’s just that, well, you are old enough to be my mom. My last girlfriend sometimes acted as if she were still in grade school. You’re a woman and there’s a big difference in how the two of you act. It all just overwhelmed me, that’s all. I came here not knowing what to expect. I wanted to make you feel good by accepting your offer of coffee. I have to admit though, if you weren’t as attractive as you are, I wouldn’t have come. I’d be lying too, if I didn’t tell you that I noticed you way before I walked into your basket.”

“Mike,” she said with a sly smile, “I noticed you way before I came up behind you in the store. That’s why I felt so bad when you hit my basket. Sorry.”

“Touché,” I said, failing to hold back my laugh.

“If you want to leave now Mike,” she said, “I won’t hold it against you. However, you would make me very happy if you decided to stay just a little bit longer.”

“I’d be a fool not to stay,” relieved that our true feelings were out in the open. “By the way, that last move you made while we were wrestling. Where did you learn that one?”

“Believe it or not,” she said as she got up off of the mat, “martial arts class. However, I never had so much fun using it, and, your pecker was a lot easier to find.”

We both laughed as I got up and walked towards each other.

“Tell me Katie,” I said, “I know your good at finding my cock. How good are you at hiding it?”

“Follow me Mike,” she said softly, “and I’ll show you.”

Katie put her arm around my waist and held me as close as she could. I did the same to her, wondering as we walked, what was it going to be like, getting in bed with a woman almost twice my age? Even tough Katie’s body was as fit as any girl’s I had gone out with, it was still hard to get the difference in our ages out of my mind. I knew, however, that once we got into bed, it wouldn’t matter. As we entered the bedroom, Katie turned towards me, placing her hands around my waist. It was strange, having a taller woman lean down towards my face to give me a kiss. It was also very exciting in some odd way. Katie’s large lips seemed to cover my entire mouth as we kissed each other. They felt so soft and warm as they enveloped mine. I let my hands fall down her back until they rested on her ass. Her left cheek was still uncovered, its soft, smooth skin feeling so warm to my touch. As I squeezed her firm ass in my hands, she slowly pushed her tongue into my mouth. Katie moaned softly as she enjoyed the taste and feel of my tongue on hers. I pushed my hips into hers, my hard cock wedging itself between her legs. Katie pushed her hands under the back of my shirt and I felt her fingernails dig into my back as she tried to hold me tighter. My breathing grew long and stronger and I could feel my heart pound as I held her close. I felt that if we kissed any longer, I would cum in my pants. Grudgingly, I pushed myself from her to regain control of my body. I could see that Katie had also felt as excited as I. Her face was flushed, her chest heaved up and down as she breathed. She smiled as she slowly took a few steps backwards. I suddenly felt cold, realizing then how much heat we had created being next to each other as we kissed. I watched with delight as Katie grabbed the bottom of her shirt and quickly pulled it off over her head. She reached behind her back and easily unsnapped her bra, her firm tits and hard nipples gently bounced as they escaped its hold. As she let her bra drop to the floor I could only admire the condition of her body. Only now were the true effects of her treatment to her body revealed. Her shoulders and arms showed the muscles that the free weights had created. Biceps, triceps, deltoids, pecs and abs, exhibited their strength and beauty. She didn’t look like an overgrown bodybuilder. She was a beautifully sculpted woman, soft and strong at the same time.

“Here comes the rest Mike,” she said, my pleasure with what I had just seen obvious to her.

She tucked her thumbs into the waistband of her shorts and slowly pushed them, and her panties, down over her hips, bending down only as far as necessary. Her tits pitched forward slightly, not the least bit of sag visible as they stood unsupported. When she had gone far enough, she released her hold and straightened up, her pants sliding quickly down to the floor over her toned and muscular legs. She stepped out of her shorts, held her arms out at her side, and turned around in a circle so I could see everything that she had to offer to me. The hair between her legs was trimmed neatly around the edges; a thick mat of fur covered her love hole. It was the same dirty blond color that formed the ponytail that playfully swung behind her head as she moved. The bones of her hips stood out just at her waist, her strong thighs flowing smoothly from them. Her firm, white ass, tucked in smoothly as it met the backs of her legs. Standing naked her long legs were the perfect pedestals that her body needed to be displayed upon. My heart pounded as I took in all that my eyes could see.

“Well Mike?” she asked as she stepped towards me, “Do you approve of the body, of the older woman, who reminded you, of a high school girl, you used to date.” She said each phrase slowly, softly, with each step she took. The last words came out of her lips as we stood face to face, our eyes locked on each other’s.

“Like I said before,” my hands resting on her hips, “I never would have let you get away. You’re beautiful.”

We kissed deeply once more as my hard cock ached to be released from the confines of my shorts. I felt Katie’s hands take hold of my shirt, and she quickly pulled it up over my head as our lips separated. She brought her hands to my chest and began to playfully tickle my nipples with her fingers. As they quickly hardened, Katie placed her large lips over them and began to suck gently. I felt her tongue caress my nipples, bringing my heart rate up even higher. Slowly, she began to slide her tongue down my chest as she lowered herself into a kneeling position in front of me. As I looked down at her, she looked up smiling at me. The anticipation I felt, knowing what she was about to do to me, made me lightheaded. I took a few deep breaths, praying I wouldn’t pass out before she started. Katie undid my shorts with knowing fingers. My shorts and underwear were down around my ankles in seconds. I stepped out of them and kicked them out of my way. I spread my feet and balanced myself, my throbbing cock bouncing in front of her face.

“It appears that you keep this muscle in pretty good shape Mike,” she said, as she held my cock firmly in her hand. “I’m sure I’m going to have fun exercising with you today.”

I looked down watching as she slowly brought her mouth to my cock. I saw her stick out her tongue and lick the bottom of my cock like a lollipop. Even with the firm hold that she had, my cock jumped up into the air. I saw the head of my cock expand with excitement as her warm wet tongue caressed it. A small drop of pre-cum grew at the tip of my dick and slowly began to roll down the head of my cock.

“Looks like you’ve sprung a leak Mike,” she said with a smile on her face. “Let me see if I can take care of that.”

“I was hoping you would Katie,” I said, unable to bear the wait of having her place my cock into her mouth.

Katie brought her large lips to the tip of my cock and opened them slightly, just enough to be able to allow my cock inside. I saw the tip of her tongue come out and touch my cock, my pre-cum sticking to it like glue. Slowly, Katie pushed her mouth over my cock, her large lips feeling so soft as they covered the head of my cock; the inside of her mouth was warm and wet. Further and further she pushed her face towards my body. I watched with joy as the shaft of my cock disappeared deep into her mouth. Katie moaned with pleasure as the taste of my cock filled her mouth. She sounded as if she had just had a bite of a gourmet meal. The vibration of her moan sent a tingle through my entire body. I even thought I felt it in my toes. She let go of my cock with her hand and brought her fingers to my balls. She gently played with them as she began to slide my cock in and out of her mouth. She worked her mouth slowly and deliberately as she sucked. Her ponytail swung forward, gently flicking at my thighs with every other stroke. I felt her saliva begin to collect at the base of my cock and slowly trickle down my balls. My hips began to rock back and forth as I fucked Katie’s mouth. As my thrusts began to quicken and gain force, Katie let go of my balls and held onto my cock tightly. She took her mouth from my cock, letting my body slowly calm itself.

“We don’t want to have any accidents Mike,” she said with a scolding tone. “There are a few more warm up exercises to do before we really start to sweat.”

“Katie, I think that you’ve forgotten how good you are,” I said as my breathing slowed. “And remember, I’ve been dating my hand for quite a while now. A middle aged woman like you should realize that a young guy like me is no match for experience and beauty.”

“Maybe you’re right,” she said, as she got up from her knees and stood before me.

“Why don’t you show this forty-three year old what you can do?”

With that, Katie walked over to her bed and pulled the spread off. She grabbed the sheet cover and neatly pulled it down to the foot of the bed. I followed her every move with my eyes. I loved how every motion of her body seemed to accentuate her physical fitness. The muscles of her upper body flexed and extended as she used them. Her long legs and firm ass made an inviting target as she bent over the bed. The red marks that my fingers had made when I slapped her in the gym were still visible on her cheek. Gracefully, she jumped up onto the bed and fluffed the pillows. She lay down on her back and patted the bed by her side, inviting me to join her. As I climbed up onto the bed, I still couldn’t believe that I was going to be fucking an older woman I had met at the grocery store. Fantasies don’t come true, but here I was, getting ready to live one out. I straddled her body, my knees on either side of her hips, my hands at her shoulders. I looked down at her, and saw the desire, to have a man make love to her, in her eyes. She closed her eyes as I lowered my lips to hers as we kissed. Katie brought her hands to my face and held me gently as the passion between us began to build. I slowly lifted my mouth from hers and brought my lips down to her tits. Even as she lay, her tits refused to lose their form. They continued to stand firm, her hard nipples adding to their height. I held her right tit in my hand as I began to suck gently on her nipple. Katie arched her back and moaned with pleasure as her nerves conveyed their pleasure to her brain. She brought her hands under her head, lifting her tits higher up for me to reach them more easily. I was surprised at how soft Katie’s tit was. I licked and sucked, enjoying how it excited her. I moved my right leg, placing it on the same side of her body as my left. Katie automatically spread her legs, knowing that I wanted to explore her pussy with my hand. I let go of her tit with my hand and slowly, lightly, dragged it over her body as I continued to suck on her hard nipples. My fingers felt the manicured edge of the soft hairs that covered her cunt. As my fingers felt their way through her forest of hair, I felt the swollen lips of her cunt and the warmth that emanated from her hole. Katie slowly brought her feet up to her ass and spread her knees far apart. I felt the lips of her cunt separate as she did so, unlocking the fluids that would lubricate my cock, from within. My fingers were immediately bathed in the warm, slippery mixture she had prepared for me. I gently spread the lips of her cunt and pushed two of my fingers inside of her. She gasped softly and lifted her hips from the bed, closing her legs tightly on my hand. I continued to suck on her tit as her lower body reacted with a mind of its own. I pushed my fingers deeper, touching the bulge of her cervix as I did. Again her body reacted by lurching up into the air, this time, her legs slowly spreading apart. I felt her entire body shudder for a few seconds, and then she lowered her body back down to the bed, a quiet breath leaving her lungs. I felt my own cock throb as Katie’s body responded to my touch. The head of my cock seemed to expand, the skin around it feeling tighter than it ever had. I wondered if I would be able to fit it inside of her. There was only one way to find out.

I slowly took my fingers out from inside of Katie. Her body relaxed, but her mind told her that what she had been waiting for, for who knows how long, was about to arrive. She lowered her left leg, allowing me to position myself between her legs easily. As I hovered above her body, once again I admired the woman beneath me. If I had only known how much fun shopping could bring to me. As I lowered myself to her body, the strangest thoughts entered my mind. Remember, I had been only with young girls up until now. They had their quirks and they had left their mark on me. My mind was suddenly filled with two questions.

“Did she want me to have a condom?” I thought, “and did she want me to cum inside of her?”

I froze, not knowing what to do. My brain ceased to function as I looked down at her face. Katie knew immediately that something was wrong as she looked back at me.

“What is it Mike?” she asked. “Don’t do this to me. What’s wrong?”

“Promise not to laugh?” I asked.

“I promise,” she said, crossing her heart with her finger. “Tell Katie.”

“This may sound like a silly question, but,” I said slowly, “do you want me to put on a rubber?”

“Definitely not,” she said smiling.

“Do you want me to cum inside of you?” I asked, sounding somewhat embarrassed.

“Most definitely, I do want you to cum inside of me,” she said smiling. “You can’t begin to know how empty a woman like me feels, when after she’s pushed a dildo deep inside of herself, there’s nothing to show for all of her efforts. Mike, I want you to make me feel like a real woman again. I want you to push that naked cock of yours as deep as you can inside of me, and I want you to fill me up with as much cum as you can. I’ve waited too long for this opportunity to arrive without getting the results that I need. Show me what your young body can do for this old one Mike.”

Hearing her talk as she did made my heart race. I had finally met a woman that wasn’t disgusted by a man’s cum. The younger girls I had been with had always treated my cum as if it was toxic waste. One had actually thrown up at the sight of it. God forbid that it ever touch her, never mind get inside of her holy cunt. I vowed to myself that I wouldn’t disappoint Katie.

With my newfound motivation, I lowered myself towards Katie. Again, she brought he heels to her ass and spread her legs for me. She brought her hands to her pussy and spread her lips. She gently held my cock and positioned the tip of it at her hole. Immediately I felt the wetness and heat of her cunt. She slowly rubbed the head of my cock in the fluids that lay at the opening of her cunt. When she was satisfied that I was lubricated enough, she let go of my cock and grabbed her legs behind her knees. She pulled back, tilting her hips up into the air, the head of my cock easily sliding inside of her.

“Slowly,” she whispered. “Let it rest there.”

I did as she said, fighting the urge to push my cock as far as I could into her. I could see pleasure in her face as the head of my cock rested just inside of her. I felt the muscles of her pussy tighten. No other girl had been able to do this before with the force the Katie used. With the other’s, I had fucked a wet hole, now I was fucking a woman. I knew that right now I was special to Katie. For some reason, she had chosen me to make her feel good once again. I held my position until Katie signaled that it was time to move on. Slowly, she began to rock her hips. Her motion slowly allowed my cock to penetrate her more. A smile grew upon her face as she realized that what was happening to her wasn’t a dream. She knew that a real man was between her legs this time and the orgasm that she would experience wouldn’t be brought upon by a battery-powered dick. She also knew that her cunt would feel the pleasure of the sensation of a man’s warm cum filling her.

Slowly, I joined Katie’s motion. My hard cock easily slipped inside of her lubricated cunt. Deeper and deeper I fell, until my entire shaft was inside of her. I pushed with all of my strength, hoping that Katie would enjoy it. She moaned and smiled as I forced my cock as far as I could into her. She reached up and grabbed the cheeks of my ass. Her legs spread even more as she pulled me into her. She lifted the both of us off of the bed, her strong legs ready for the task. As she lowered her body back to the bed, I began to slide my throbbing cock in and out of her. She moaned with approval as she matched my motion, bringing her hips up in the air to meet me as I drove my cock into her. Our bodies made a slapping sound as they met. I watched as her tits reacted as our bodies collided. They lurched up every time our bodies met, her hard nipples dancing in a hundred directions. I could sense the intensity in Katie grow as our rhythm increased. Her soft moans began to increase in volume, each sound coming as my cock bottomed out inside of her. I felt my own body start to lose control of its self. The calm sensation of tactile pleasure was quickly giving in to an inner power. No matter what I did, I felt the uncontrollable urge to cum building inside. Without realizing it, I too started to moan as my balls prepared to free the excited fluids they were holding. Katie knew that I was ready to cum as she spoke to me.

“Don’t hold back Mike,” she said softly. “Don’t hold anything back. I want it all. Fill me up. I’m here too. Do it now. I’m cumming.”

Hearing her say what she said drove me wild. I felt my balls tighten as I let my cum fly. The shaft of my cock seemed to expand as my first thick load of cum cruised through it. As I pushed my cock as far as I could into Katie’s cunt, I felt that first load leave through the tiny hole at the tip of my dick. Katie’s moaned loudly as she felt the warmth of my cum fill her. Her body shook as the orgasm she had been working towards arrived. I felt her body vibrate as wave after wave pierced through her. She lifted us both off of the bed once more, as she seemed to lose control of herself. I pumped my cock in and out of her as another load of cum shot deep inside of her. She wrapped her legs around my body, holding on to me with all of her strength. I felt her body vibrate again, causing my balls to send another load into her. On and on our bodies functioned as one, sending each other into a delirium of pleasure. Katie wrapped her arms around me, holding me as tightly as I had ever been held. Again I felt her body vibrate as the last orgasm drained her of her strength. My hips continued to pump into her cum filled cunt even though I knew that we were both done. Katie continued to hold me tightly until my body had finally given up too. We were both breathing heavily, our sweat-covered bodies finding comfort in each other’s arms. We lay without moving, letting our bodies recover from the strain we had put them through. As I finally lifted my upper body, Katie grabbed my face softly and began to kiss me. On and on she kissed my entire face. Every cell felt the tender touch of her lips. No one had every thanked me for anything I had done with more sincerity. Katie had truly loved what had just happened between the two of us. I saw a few tears stream down from the corner of her eyes as see held me in her arms once again.

“Oh thank you Mike,” she said with a crack in her voice. “It was wonderful. You were fantastic. I haven’t felt like this in a long time.”

“I’m sorry I made you cry,” I said. “Did I hurt you?”

“Oh no Mike,” she said smiling. “I always cried when I have a fantastic orgasm, and, I haven’t cried in a very long time. You should be proud of your performance.”

“I can’t take all of the credit,” I said smiling. “You weren’t bad yourself. None of the younger girls I ever had was anything like you. I only wish that I had met you sooner. Believe me, it was great.”

I bent down and kissed her softly on the lips. I kissed her again, this time pushing my tongue into her mouth. Katie’s tongue met mine. They danced together inside of her mouth, making my cock start to stiffen once again. Katie sensed my excitement and started to laugh.

“You better put a short leash on that animal of yours,” she said smiling.

“Could we do this again someday?” I asked, praying that she would say yes.

“Well,” she said thoughtfully, “I think I did forget something at the store today. Would you like to come shopping with me?”

“I’d love to,” I said as I kissed her once more. “Did I ever tell you how much I enjoy grocery shopping?”

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