Shopping For Fun

"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?"