Marlain's Mom

This is about a visit to my daughter in Northern California. She works as a pharmacists assistant at a big box store. Me? I'm from a small rural town in Wisconsin, 52 years old and work at an insurance agency. I have lived in the same area virtually all my life. I think the best way to tell this story is to let it unfold as it flows from my memory.

I see Marlain, white pharmacists jacket folded over her arm, head out the door to work. My eyes couldn't help but notice the tight black slacks accentuating her back side.

'To think I had a butt like that once. NEVER would have worn tight pants like that though!'

I glanced at Jay. His eyes are glued to the spot on the door where Marlain's butt has disappeared. He glances up to see me studying him. He smiles and takes another bite of my apple pie.

"It's all about the sex isn't it?", I ask. It is more of a comment rather than a question.

Jay swallows the last of the pie while looking directly at me, "Not completely. But, yes. We are good friends ...with benefits I guess. Neither of us is into personal entanglements right now."

Jay, in his mid 30's, has some kind of job at a Silicon Valley electronics company and I know he's divorced. I also realize my daughter, a single mother with two small children, is not about to get herself emotionally involved. She's a damaged girl who has not had an easy time and it pains me to think about it.

"It's a very, very different world now days from what I knew. Seems to work for you guys though. Marlian is happier than I've seen her in a while."

"How about you?" Jay asked. "You got any action going back in Wisconsin?"

"Hmmfph!" I said, raising to cover a sudden blush. I cleared our pie plates and turned to put them into the dishwasher. "Not much action for a frumpy old lady where I live in Wisconsin."

I could feel him looking at me... or my butt I guess. I stood back up, quickly.

Jay was holding out his coffee cup, a wise ass smirk on his face.

As I filled his cup he asked, "So you don't like sex? Or you do but it's all solo at the moment."

I felt the color rise again as I sat. I didn't have the slightest idea of what to say.

Jay filled the long silence, "I went through a long dry spell a while ago myself."

O.K. these California people are forward! ... A 'nothing is sacred' kind of people,..

"No, I like sex...." I finally answered, "Or used to. I seem to be getting by."

Surprised by what came out of my mouth I added, "Why do you ask?"

'What's up with me',I wonder.' It's just silly. Me getting all flustered.'

Jay is sitting across the table, his eyes shut. A moment later they open and look directly at me, his eyes deep with some intangible expression.

"I bet it would be good. I was just imaj..."

"Oh, come on!" I nervously interrupted. "Guys your age only want the 20 year olds not someone like me with sagging everything."

Good god what in hell was going to come out of his mouth next! What off the wall, perverted thing was he thinking.

"Nothing I can see that appears to sag." Jay slowly replied. "In fact I was trying to imagine how GOOD it would feel ... to be inside you."

I sat with my mouth half open. My face now crimson. This is no normal hot flash I was experiencing. After what seemed minutes I finally said, "What nonsense! You expect me to lift my dress, ... just like that?"

"No, not at all. I was just.... well it felt to me like it could be one of those times. You know, ... sometimes paths cross. Unique circumstances create a moment. They should be grasped and experienced.."

His look and demeanor is so sincere. I study his face a few moments.

"You feel it too." "I know you do, ...admit it." he adds.

Feeling lost in an 'let it all hang out' world I didn't understand, I groped for balance. Finally I managed, "So if I admit there's something in the air here between us. I just can't see how what you propose would happen."

HOWEVER! Another part of me was thinking the previously unthinkable, mmmm what WOULD if feel like for him to be in me. I was wearing a cotton dress, half slip, bra and panties. I would be easy to .... Oh my god.

"You're on your way back to Wisconsin tomorrow. It's likely we'll never meet again.... and wedidn't plan any of this. I just figured there might be something going on here we could .... well, grab."

I know I'm way out here in California... This is just too wild..... But still ...For Once I don't want to miss out!

The devil on my shoulder replies, "O.K. So Jay you want a quickie. I'm way out of my depth here. I must be insane or interested somehow ..... I guess ... or I'd have shut you up a long time ago!"

Feeling scared, excited, flushed and out of breath I continued, "O.K. If youare serious, ...no kissing on the mouth! You just do it! ... After all you are doing this stuff with my daughter too. If it's some perversion of you wanting to do us both, just don't tell me. As far as 'how it feels being inside me', I hope you aren't in for a disappointment."

What a dumb thing to say! That will surely stop this cold. Stupid! Stupid!

Wordlessly Jay stood, reaching a hand to me. I take it allowing him to pull me up to him. Into his arms. Oh god how exciting!. He kisses my ear and neck gently while running his hands down my hips, feeling and pressing my butt. His manhood thick and hard. Amazingly I find myself moving my crotch back and forth a little, settling it tight to his bulge.

Jay stands back, unbuttoning my dress. There are a lot of buttons, so I helped him thinking,'Can this really be happening to me. Am I really doing this?'

When the dress dropped to the floor Jay leads me to the sofa, turns me to face him and hooking both thumbs inside the half slip AND my panties, slides them to my knees. They dropped to my feet where I kick them aside. My hands reflexively crossed to cover my belly, then my crotch. Jay gently grasps my wrists and puts my hands on his shoulders. His hands then guided me to sit on the edge of the couch.

He kneels before me, left hand gliding down my thigh, over, inside and slowly up to press a knuckle against me.'Oh, oh. I'm wet. It's embarrassing. Too late now.'

"Marvelous!" Jay murmurs. Somehow during all of this my bra came undone. I didn't feel him do it. His right hand cups my breast and raises the nipple to his lips while his knuckle slides slowly up and down between my legs.

My brain is shut off. My body hungers for the marvelous things happening to it.

Jay presses my hard nipple firmly between his lips while straightening his fingers, inserts one carefully inside me. Suddenly he moves from my breast to bend down, using his elbows to spread my legs wider.

"Oh my god. WHAT ARE... No don't do that! It's nas...tt...yyy."

I am overwhelmed with sensations I never suspect exist... except maybe in novels. I have pleasured myself many times, but nothing I did came close to this! Pushing me to lay back, Jay slides his tongue from his finger up to the hard lump, which causes me to jerk and moan out loud.

In a short few moments I'm on the edge of the grandest organism of my life when, to my great disappointment, Jay raise up from between my legs. I watch as he rips down his pants, releasing his member.

Sliding the purple mushroom up and down between my legs he tells me, "I want to feel you BEFORE you go off." and he presses hard against me.

It has been a long time since a man entered me. Though I am wet and slippery, and he presses hard against the right place, it doesn't go in. Jay grasps himself more firmly and presses harder. Oh god it hurt ... but he gets in and pauses. The pain subsides immediately. I'm glad I didn't cry out. Iwanted him to entered me.

Breathing hard Jay asks, "Are you O.K.?"

"No." I lied. "I just... It's been a long...."

Ignoring me Jay mumbles, "I can't believe how snug it is. Absolutely Wizard!" while sliding himself smoothly deeper.

"Ooohhh, Aaagggh, O.K. Yes!" was all I could manage.

I am full. Over full. The length of him pressing into me. He pushes until I feel his coarse hair pressing my hard button, causing another groan from me. Pressing extra hard he hits something deep inside that momentarily hurts. I guess I jerked because he withdraws a little.

"No, keep it in. ...You wanted it in there! It... it... Don't stop now!"

It DOES feel good. An amazing, thrilling fullness. I can feel heat emanating from his thick member. While the end of him hits deep enough to hurt again I don't react this time. He holds himself tight in me, crotch to crotch. I move slowly, grinding our wiry hair against my hypersensitive lump.

We press tight against each other like this for a minute or so, enjoying the carnal intimacy. I feel Jay's hard thickness twitching within me. Suddenly, he pulls back, not quite withdrawing, causing a chill to go up my spine. Letting go of my hips he slides his arms over, between and under my thighs, lifting and spreading me wantonly wide.

Grasping my hips and buttocks from underneath he pulls me to slide off the edge of the couch causing me to slide down on his member in a smooth, swift motion. The mushroom head of him hit hard deep inside. Much deeper than before. The expected pain was.... bearable.... acceptable.

With me now completely filled and impaled on him he grasps both my breasts.

"I'm going to cum." his voice is unsteady with excitement. "Oh god it's going to cum now. Just like this. Don't move. I'm cuming!"

Jay's penis seemed to swell. I feel it rippling and gush after gush of warm fluid flood deep inside me. Jay keeps saying "Oh god, oh god." over and over again. He pulls his arms from under my legs and grasps my hips again. I could feel him tremble. My crotch is full of him to the very root. His member the only thing holding me from falling to the floor.

To my surprise I feel a clutch in my belly that reaches down like a fist to grasp my crotch. Growing in excitement, not able to breathe, I writhe on his big hard penis, going off in a huge earthshaking organism.

When we regained our breath Jay lifts me back up on the couch, slowly, slowly withdrawing his long member, the plum makes a sucking sound as it drops out. He turns me on my back and easily reenters. Jay lays on me with his legs over mine. He is still thick, but not large as before. It feels good. Him inside me.

He kisses me on the eyes, the cheek and neck while slowly moving in and out while lengthening the strokes. He is getting hard again. I am a little sore where he rubs my opening, but that is offset by the excitement his member creates on my crotch as he lifts and pushes himself between my closed legs.

Jay's movements began to get more aggressive. I open my knees and he falls between my thighs. He reaches under my arms and grabs my shoulders, raises up on his elbows thrusting hard and fast. I'm pressed tight between his hands on my shoulders and the pumping sausage.

It am not comfortable, but there isn't much I can do and he is obviously enjoying himself, so I'll let him go on.

"Oh fuck me baby." "Fuck me baby." "God." "Oh Yes, fuck me." Jay groans.

I hate that word! I can't help myself, I freeze. Stiff.

Jay stops. "What? What?" he grunts.

"Don't say that! Stop now, I don't like it anymore!"

"Sorry babe!" is my answer. Jay furiously pounds in me again. "It's too late for that! I got another load coming and you're getting it."

I try to strain against him, but something in me gives up, so I let out a big breath and sink under his increasingly furious thrusts. It doesn't hurt anymore so either I'm numb or getting used to him in me. I'm well lubricated, that was for sure. I can hear and feel his fluids working out of me, probably staining the couch.

He seemed to be going on and on. However I am O.K. In fact I am doing better than just O.K. I'm beginning to hum inside. Yes, definitely! I must be working up to another organism! Impossible!

"Ggnnaaah! I'm cuming, I'm cuming." Jay hollers raising up, arms and legs straight, toes extended so only his thick, hard maleness plunges in and out of me.

Suddenly he pulls too far back and slips out. Shoving forward the mushroom end slams hard against my crotch. I gasp in pain and grab his hips to hold back but he blindly thrust forward again, entering me and slamming full in. His pelvis slams mine and it is like an electric shock hitting my abused organs. Incongruously I become excited. Writhing in opposition to Jay's pounding I find myself fighting back and screaming "Yes! Yes! Do it! Me too! Oh god, me too! I'm cuming again!"

I think I'll end here. As can figure out, I am back home. Since returning I have found that my Church choir director makes a great occasional 'friend with benefits'.

Oh, yes! There is a wheelchair bound Vet who comes into town for therapy at the clinic where I help out. He has become a very 'beneficial' friend too! And oh my ... what a grand benefit he possesses. You CAN'T imagine all the fun such friends can get into.