I could have sworn she was about my age.

I'm 21 now, making me a dedicated observer of girl's asses and legs for the last eight years or so. I can detect the slightly-too-slender look of a hot little piece of jailbait, or the subtle signs of impending cellulite that brand most older women.

So as I walked along the beach perhaps 30 feet behind the bikini-clad brunette, I never would have guessed she was old enough to be my mom.

It was about 8:30 on a sticky, windless June evening in North Myrtle Beach. I was staying for a week in an oceanfront condo with a couple of buddies who had just left to go clubbing for the night. I had drunk far too much the night before and the thought of another round made my stomach roll, so I took a raincheck.

I threw on a pair of trunks and a ratty T-shirt and headed for the beach, with the vague thought of swimming until dark. But as I was crossing the wooden bridge that protected the dunes, I saw her strikingly sexy profile. She was straight ahead of me and strolling in the direction of a distant fishing pier.

I didn't make a conscious decision to follow her. But as I approached the lapping waves I made a right turn on the flat, wet sand and matched her languid pace.

This was some girl. She was tall and slender, probably about five-eight and 120 pounds. The salmon-colored sun was just beginning to touch the horizon opposite the surf. It bronzed her smooth skin and set fire to the ends of her dark curly hair.

She was graced with a delicious heart-shaped ass hugged by a dark purple bikini bottom. A lot of the girls at my college are just too skinny, with unnaturally small butts that look like a boy's. No, this ass was perfect, shimmering just slightly with each step she took, and gracefully leading to a pair of long, toned legs.

I lingered several times to pick up random shells, not wanting her to think I was a stalker. She never looked back at me, but females have some innate sense about those things.

As she occasionally glanced toward the Atlantic or politely spoke to approaching walkers, I got only a fleeting glimpse of her profile. That led my mind's eye to fill in the blanks. It of course created a face of matchless beauty with striking brown eyes, full lips and the petite, slightly upturned nose of a cover model. I gave her firm breasts of about 34B, suitably sized for her athletic form.

I was so lost in my hormone-fueled musings that I didn't realize my cock had sprung to life. It was quite often a challenge to keep the damn thing down -- or at least hidden. I was just trying to adjust my partial erection when the woman who had caused it squealed in pain and collapsed on the sand.

I paused in surprise for only a second, then sprinted to her aid. I reached her side just as she was sitting up and saying, "Fucking rednecks!"

"Who? What happened?" I asked as I knelt beside her.

"Some asshole broke a beer bottle," she muttered as she looked around for additional pieces of shattered glass. I saw that one shard was embedded in the arch of her left foot. It was roughly the size and shape of a guitar pick, and blood was already oozing around it.

"Shit, that has to hurt," I said stupidly. "Are you okay?"

"I will be," the girl answered through gritted teeth as she looked up at me for the first time. Her face was etched with pain, but still very pretty and oddly similar to the way I imagined it. I also realized she was no girl. This was definitely a mature woman, probably in her mid to late 30s.

"Gotta get this thing out," she muttered. I watched silently as she pulled the brown glass from her foot, groaning with pain but not shedding a tear. The moment she removed it, blood began flowing more freely. I knew she needed to cover and protect the wound but there was nothing in sight that would serve as a bandage. So I quickly pulled off my shirt, and wrapped and tied it around her foot.

"Thank you so much..." she told me with expectant eyes.

"Jason," I answered.

"Karen," she replied. "Thanks again, Jason. Can you help me up?"

I circled around her so she could favor her left leg when she stood. I draped her arm over my shoulder, gripped her narrow waist and lifted her to her feet.

"You're light as a feather," I told her.

"Lucky you," she answered with a crooked smile. "I can't put any weight on this foot, so you're going to have to help me back to the house." I noticed it wasn't a question. Nodding ahead of us, she explained that she was heading that direction, and was probably only five minutes from her destination.

"Five minutes walking, but fifteen hobbling," I reminded her, and we began making our way down the beach.

I maneuvered a bit farther from ocean waves, not wanting her makeshift bandage to get wet. "We can't get your blood in the water," I jokingly warned her. "The sharks would have a feeding frenzy."

"I worry more about the sharks than can swim on the land," she answered with a smile.

"Can't you feel them circling, honey?" I replied, and we both laughed at our shared reference to the Jimmy Buffet song.

As the mood lightened, we swapped stories about what brought us to the beach. Karen was staying with her younger sister, Beth, who had a house two blocks off the ocean. Beth's husband had just walked out on her, and Karen planned to spend the next few weeks doing whatever she could to help and comfort.

"Not sure I'm really the best person to offer advice," she admitted. "I'm twice divorced."

"Really? How old are you?" I asked reflexively, forgetting that's the worst question to ask any woman.

"Forty-four," she revealed without hesitation.

"Wow," I said softly, and she raised her eyebrows at me. "I mean, wow, you look great. When I first saw you, I thought you were as young as me."

"Not likely. I've got a daughter your age. You're what -- about 20?"

"Close enough. Twenty-one."

I found myself admiring this woman for the way she'd retained her youthful appearance. Surely a combination of hard work and good genes.

With her arm over my shoulders, I was free to look down upon her stunning body. The first thing I noticed was her tits, partly because my face was only inches from them. They were larger than I expected, probably a large C-cup and maybe approaching a D. I quickly decided they were enhanced with implants. As Karen and I hobbled together along the beach, they shook less than they should for their size.

I love the look and feel of natural tits, but had never gotten my hands on a pair of fake ones. I wondered how Karen's felt... what her nipples looked like... how her big boobs moved when she was getting fucked.

I quickly tried to dismiss these thoughts because my cock had swollen again. There was no way I could free up a hand to adjust my bulging trunks, so I desperately hoped this woman wouldn't notice. She'd probably slap me across the face and limp off to her sister's house, willing to cringe with pain in order to escape the pervert.

Despite my best efforts, my prick was determined to keep raging. But Karen and I maintained easy conversation as if we were longtime friends in a cafe. I was actually disappointed when we turned off the beach in the rapidly fading light and headed across two streets to the house her sister owned.

Karen told me Beth was a paid EMT with a local rescue squad and was working her shift until midnight. When we reached the front door, Karen withdrew her arm and leaned against the house. With no trace of embarrassment, she reached into the right cup of her bikini top and pulled out a single key. She shrugged and handed it to me.

"It's warm," I said with a smile, then unlocked and opened the door.

I helped Karen through the short front hallway and guided her across the tile floor to the living room couch. I helped her get positioned so her damaged foot was elevated on the armrest. Even with her wounded condition I couldn't ignore how hot she looked stretched out on the sofa.

I reached for a nearby lamp and flipped it on. Knowing we'd need something brighter to examine her injury, I turned to ask her the best wall switch to use. That's when I caught her sneaking a look at the erection in my trunks that I'd forgotten about. Karen looked quickly away, but the seed had already taken root in my mind.

Pretending I hadn't noticed, I walked over and sat on the floor in front of her, unwrapped her left foot and examined the cut. It was free of glass and the bleeding had slowed considerably.

"Bandages in the bathroom?" I inquired. She nodded, and I lifted her foot to prop it back up. As I did so, I slid my hands along her calf and up to her knee. The move was automatic and not intended to be a sexual advance. I was almost afraid to look up at her, expecting a rebuke for my unwanted contact. But when our eyes met, hers had a distinct sparkle and the corners of her mouth turned up slightly.

"I, uh... I'll be right back," I muttered, and headed off to retrieve the first aid supplies. I returned with bandages, antiseptic, and a bowl of warm water to wash her foot. Without a word I took it in my hand and guided it into the makeshift bath, gently cleaning away the sand and dried-up blood.

"You have an excellent bedside manner, doctor," Karen said softly.

"I'm doing my best not to hurt you," I told her.

"You're not. Your hands are very skilled."

The blood was pumping now -- not in her foot, but in my cock and in my tightening chest. I wondered if something would really happen between us. I knew I'd never see this woman again, so I had to take advantage of any opening she gave me.

I repositioned myself so I was below her feet, with a view of her wounded sole, spectacular body and pretty face. I cleaned the cut and bandaged it, working as slowly as possible and allowing my touches to linger.

"You're all set," I announced, then lifted her foot and gave it a kiss.

"Thank you Doctor Jason," she replied. "But... I don't think that last procedure is medically necessary."

"Neither is this one," I said, deciding to go for it. I began running my hands up her sleek lower leg, massaging her calf and marveling at the warmth and smoothness of her skin.

"Maybe not necessary," she purred, "but definitely welcome."

Emboldened, I draped her left heel over my right shoulder, placing myself squarely between her long legs. I continued massaging her calves and slowly worked my way up to her tanned and toned thighs.

"That feels soooo nice, Jason," Karen sighed. Her eyes were closed as she breathed deeply. Her nipples were easily visible through the thin cloth of her bikini top, and I felt goose bumps rise beneath my fingers.

I was rubbing and massaging both legs now, and began planting kisses in a path that would clearly lead between her thighs. As my lips brushed their way past her left knee, Karen laced her fingers in my hair. I looked up to see her gazing back at me, an unmistakable hunger in her eyes. She was alternately rubbing and squeezing both breasts with her other hand. All pretense was gone now.

I kissed my way up her inner left thigh, smiling to myself as she parted her legs for me. Her outer labia were clearly outlined in her purple bikini bottom, and a small spot of moisture had formed in the center. My lips arrived at the place where skin and cloth met and I lingered there, kissing and licking her soft flesh. I could clearly smell her arousal, making me even hungrier for the taste of her pussy.

But I pulled away, moving instead to the lower part of her right thigh and beginning a second trail of kisses and quick licks. I registered the tastes of tanning oil and sea salt.

"God, I love the feeling of your lips on me," Karen groaned. "You're driving me crazy." She was not alone. My cock was absolutely raging now, and it strained uncomfortably against the mesh lining in my swim trunks.

I glanced up again to see her using both hands on her bare tits. She had unclasped the front of her top, which lay limply off her shoulders. As she pinched and twisted her dusky pink nipples, I could tell that her breasts stood up proudly.

I continued using my lips and tongue on her inner thigh, and slid my hands beneath her to wrap them around both legs. But as I did so, she lifted her ass from the cushions, clearly inviting me to remove her bikini bottoms. So I swiftly hooked my thumbs on the sides and pulled them all the way off. Karen lifted and straightened her legs to help, then dropped them back to the sofa and allowed them to fall open before me.

Settling back between her thighs, I gazed at a beautiful wet snatch just inches from my face. She had an inch-wide strip of trimmed dark hair above it, but her thick puffy labia were completely shaved.

Karen's fingers again weaved their way into my hair, and she gently guided my mouth toward her pussy. She shivered as my lips first made contact with hers, and she pushed them slightly toward me. I licked and sucked on her outer lips and planted more kisses around the outside.

Then I dipped my tongue inside her and scooped out some of her sweet, tangy cream. Karen arched her back and moaned in delight.

"I love the taste of your pussy," I told you. "I could eat you for days."

"Consider it a date, babe," she answered breathlessly. "Do it... suck my pussy."

My thumbs parted her cuntlips and I dove in, stabbing my tongue into her over and over. She was beginning to grind her crotch against my face as she groaned and cursed in pleasure. I'd been with a few girls, but never had one react so strongly to being eaten out. Karen's pussy was absolutely drenched with juices, and I slurped and sucked them eagerly.

After a few minutes my tongue found her clitoris and I began strumming it like a guitar string. She was panting now, urging me on and pressing my face against her sex. Sensing she was close to climax, I eased one, then two fingers inside her cunt and began fucking her while I licked her sensitive nub.

"Oh god... oh god... yes! That's it, baby!" Karen shrieked. She was in a frenzy now as she thrashed about on the couch and humped my face. I locked my lips on her clit and sucked it hard while plunging my fingers insider her.

"You're making me cum Jason! Don't stop! Keep sucking my pussy! Oooooooh!"

I felt her skin glaze over with perspiration as an orgasm washed over her. She moaned and squealed for the better part of a minute while I kept up my oral assault. Finally, her breathing began to slow and her hips settled back down onto the sofa.

I kissed my way up Karen's flat belly, dipping my tongue into her navel for a moment. Then I arrived at her rounded tits and gave both nipples a quick kiss and lick. Finally our mouths met, and Karen lustily licked and sucked her own juices from my lips and tongue.

Even through my trunks, I felt the heat of her pussy against the head of my throbbing cock. I started to reach down and remove the barrier between us, but Karen had other ideas.

"You try to fuck me now and it'll be over too soon for both of us." Even though she was probably right, I was slightly annoyed at her assumption. But her next words erased those thoughts. "Why don't you let me return the favor first? Stand up so I can suck on that cock you're hiding down there."

I nearly leaped off the sofa, already picturing my cock disappearing into Karen's experienced mouth. Almost as if reading my thoughts, she licked her full red lips as she looked up at me and lowered my suit to the floor.

"Very nice," she said softly. "You have a beautiful prick, Jason."

With that she wrapped her long, slender fingers around my shaft, squeezed it and watched a large bead of pre-cum emerge from the swollen head. She licked it clean, looked up at me once more and smiled, then sank about half my dick between her slutty lips.

"Oh... fuck!" I gasped, my entire body shuddering with shock and pleasure. I had expected more teasing but Karen wasted no time, perhaps knowing I couldn't hold off long.

Or maybe she was just hungry for cock. She grabbed my ass with both hands and pulled me with her as she leaned back and came to rest against the sofa. Her hands forced me in deeper, apparently inviting me to fuck her mouth. This was a first for me and I was happy to oblige.

I held onto the top of the couch and began rocking my hips, watching as more and more of my shaft filled her mouth. After only a few strokes, my entire cock was disappearing inside her each time I thrust. I'm not particularly long, but no girl had ever deepthroated me so I was amazed at Karen's cocksucking prowess. The incredible sight of this, and the feeling of her warm wet mouth eagerly sucking every inch, quickly pushed me out of control.

"Oh god, Karen -- oh fuck! I'm gonna cum... you're making me cum!"

I thought this expert blowjob would end in Karen swallowing my load, but again she surprised me. She pushed my body off hers and allowed my cock to slip out of her mouth. Then she quickly leaned forward on the couch and arched her back, allowing her porn star boobs to jut out.

"Cum on my tits!" she hissed, grabbing my engorged prick and pumping it furiously in her fist. "I want your hot load all over me!"

Within a second or two, a thin stream of sperm shot from my cock and splashed against the base of her neck. She angled my shaft further down and kept jerking it, urging me to coat her with jizz. Several more loads burst out, glazing her rounded tits and filling the space between them. I could do no more than groan and gasp, but Karen continued her dirty talk.

"Yes! Keep cumming! Cum on my big titties! Fuck yes!" Karen seemed to delight in the amount of sperm that I emptied onto her. By the time I was finished, nearly her entire upper body was shining with it.

"I've never seen so much cum," she said. "But then again, I haven't been with someone your age since, well... since I was your age too!" We both laughed as she began running her hands through the sticky sperm and licking some of it from her fingers.

"Put your cock between my tits, baby," she ordered. "I need you to fuck me, but I want to get you good and hard again."

In truth, my dick had only slightly softened and was still at least half-mast. But I eagerly leaned forward as she grabbed the base of my shaft and began rubbing my purple head over her cum-covered breasts. I reached down and held the underside of her tits, squeezing them gently and massaging my balls against them.

"Your tits are awesome... are they real?" I asked, thinking I already knew the answer.

"No... I used to be an A cup," she explained. "My ex-husband -- the first one -- always wanted big titties. They were sort of a gift to him, but it didn't save our marriage."

"They're a hell of a present," I told her truthfully, watching as she began to work my cock between them. "I can't believe any man would leave you."

"You're sweet -- but nothing's that simple," she replied with a half-smile. "No more serious talk, though... consider these tits a gift for you tonight."

I could think of no answer to that, so I just smiled and began sliding my cock between her fantastic breasts. My own gobs of cum had trickled down from the top of her tits and into her cleavage, providing more than enough lubrication.

"That's it, baby, fuck my titties..." Karen urged. "God that feels good... can't wait to have your cock in my pussy... Mmmm, I can feel it getting harder and fatter... fuck yes..."

Sure enough, I was hard as a rock now, thanks to her filthy words and the feeling of having my prick lost between her mounds. It took all my willpower, but I pulled out of her tits and told her I was ready to fuck.

"Down on the sofa," Karen ordered, maintaining control of this sex-charged evening. The girls I'd been with before were willing participants but never seemed to know what they wanted, or how to ask for it. So it was a thrill to have this hot mature woman use me for her own gratification.

Karen stood on one foot and waited while I stretched out on the couch beneath her. She straddled my body, keeping her healthy foot on the floor and her injured one on the cushion next to me. She bent down and kissed me while rubbing her sticky round breasts on my chest.

I felt Karen's fingers wrap around the base of my shaft and steer it toward her cunt. She rubbed the tip of my prick against her swollen labia and clitoris before letting it just barely enter her steaming vagina. Then without warning, she collapsed onto me, impaling herself on the full length of my cock.

We both gasped at the sudden intrusion, and I involuntarily lifted my hips to bury my prick as deeply as possible. I was amazed at the warmth, wetness and snug fit of her cunt as her inner walls squeezed my shaft.

For a few moments Karen just rocked slightly on top of me, sighing heavily and muttering, "Oh god... oh god... yessss." It was as if she was savoring the sensation of being filled with cock, and I wondered how long it had been since her last fuck.

Then she seemed to snap out of her reverie, and her eyes focused on mine as she placed her hands on my shoulders and began sliding her snatch up and down on my shaft. Her upward movements were agonizingly slow as she lifted her body to the point where my cock nearly left her. Then she would pause for a second before slamming back down on me. Over and over again she fucked me with deliberate, powerful strokes.

"God you feel so good inside me," she groaned through clenched teeth. "I could fuck you all night!" But saying that must have triggered something in her mind, and she glanced at the clock on the wall across the room. "Beth's shift will be over soon. You can't be here when she gets home."

"Then I guess we'll have to fuck a little harder," I said with a grin. "I'm not leaving till I make you cum again."

"That won't be a problem, babe," she replied, immediately picking up the pace of our fucking. I held her hips tightly and pulled her down tightly onto my cock as I drove up into her. Each time she bottomed out on me, Karen arched her back to grind her clit against the base of my shaft.

We quickly found a comfortable groove, and I was grateful for the earlier blowjob that gave me the endurance to handle this wonderfully slutty woman. My eyes traveled from her cum-splattered tits bobbing and bouncing above me, and came to rest on her lovely face. Her eyes were closed and her mouth was open as she sighed and panted in perfect rhythm with our fucking. Then, as I was still watching her, Karen's eyes flew open and found mine.

"Oh yes... Jason... you're making me cum... fuck... fuck... oh god!"

She slammed down on me and stayed down this time, bucking her hips but leaving me buried to the hilt. Her fingers found her nipples and twisted them violently as she lost herself in orgasm.

"Fuck yes... oh god!" she squealed as her entire body shivered and shuddered. I felt her pussy repeatedly squeeze and release my cock, and a flood of hot juices flooded the base of my shaft and leaked down around my balls.

Watching and feeling her climax on my prick was nearly enough to make me blow an enormous load into her, and I couldn't wait any longer. I slid my hands around her creamy ass cheeks and began lifting her up and down the length of my shaft.

"That's it baby... fuck me good!" she moaned, responding immediately to my need for release. "You wanna cum in my pussy? Fuck yes... fill me up! Let me feel it!"

"Ohhhh, yeah! Gonna cum!" I bellowed as her slutty talk pushed me over the edge. I pushed her down on my cock once me and bucked my hips against her over and over again as my balls began to empty.

"Yes! I feel it! Give it to me!" Karen gasped.

I shot probably half a dozen massive loads of cum into her, filling the tight space around my cock. With nowhere else to go, the sperm began spilling out of her and mixing with sweet pussy juices.

When she was finally finished milking my cock, Karen collapsed onto me and I wrapped my arms around her. She breathed heavily into my ear for a few moments, then spoke softly as if telling me a secret.

"I don't want you to leave, but you have to because I want you to do something for me."

"Anything," I told her despite my confusion. "Name it."

Karen sat up on me, my prick slowly shrinking inside her. "I'm here with Beth because her little shit of a husband took off with some young slut he works with. He hadn't touched her in months before that. She's feeling pretty down. Unwanted, unsexy, all of that."

"And you want me to..."

"Give her some attention," she explained. "Catching the eye of a hot young college guy would make my little sister feel sexy again, make her feel alive. And give her a little revenge."

"Just how far would this go?" I asked.

"All the way. I want you to fuck her good," Karen said with a dirty smile, dragging a single finger down my chest. "The way you just fucked me."

"So you're pimping me out -- like some boy toy?"

"Well, yeah," she admitted with a shrug. "Exactly like that. But I would be verrrry grateful. Are you in?"

"Sure. What do I do?"

"I'll make sure Beth and I are sunbathing when you just happen to walk by tomorrow... let's say noon. Pretend nothing happened between us -- except for first aid, of course."

Five minutes later I kissed Karen goodbye and retraced my steps toward the beach. A riot of thoughts echoed through my mind as I relived the amazing encounter tonight, and pondered what the next day would hold.

I was halfway back to my condo before I realized that I had never even asked what Beth looked like. I stood there on the beach for a moment with my hands on my hips, looking down at the wet sand and cursing myself for being so stupid.

Then I relaxed slightly with the thought that she must resemble Karen. At least I hoped so.

308442   1 25896    +8.66 [1630]