And He Watched Us

Grant had never been with a woman with such a, as he termed it in his mind, 'grand rack.' At first he could only stare at them and needed Richard's coaxing to touch them. But when he did he had an explosion of such extreme lust that he felt as though he wanted to devour the two marvellous orbs. At the time, as Richard looked down at his wife's tits, which were of course so familiar to him, they seemed different and as if they were someone else's. And then to see another guy's hands on them made the whole situation surreal, certainly for him, but also for Cat.

At last he extricated the pearls and they fiddled the sweater over her head.

"Sorry about that," Cat smiled, shaking her head and fluffing up her hair. She noted with pleasure that Grant left his hands where they had been for the past few moments when she was helpless, right on her bra covered breasts. She didn't mind at all for it felt very nice. Unconsciously, she thought, she pressed back against them a little.

"No problem," he smiled as Richard moved away taking Cat's sweater with him, but leaving the pearls round her neck dangling down towards the deep cleavage. It was an unusually erotic sight with the demureness, of the traditional pearls combining with her tits and cleavage in the tight, see through bra. "Is it Ok?" He went on stroking them gently.

"Oh yes," Cat replied reaching behind her with both hands causing her chest to stick out more. "Oh yes Grant very ok," she added as she undid the clasp of her bra. She didn't take the bra off, but after unclipping it she slid her arms out from the thin straps and left it there with Grant's hands holding the cups in place. Smiling at her young, soon to be lover, she reached out and put her arms round his neck. The ball for baring her breasts was now firmly in the young man's court and what a wonderfully erotic decision that left him with.

"Oh Cat, you naughty, naughty woman," he muttered, his cock feeling as if it was getting so hard that it would explode..

"It's you who is holding a married woman's breasts in their hands not me," she smiled running her fingernails up and down the short hairs on the back of his neck.

"And what a lovely pair of breasts they are too," he smiled back as he edged his fingertips into the sides of the cups of the bra.

"You think so do you?" Cat asked, leaning forward and kissing him softly on his lips. As she did that, so Grant took his hands away from her breasts and with them her bra.

The number of times Richard had seen his wife's bare breasts in the twenty plus years they had been sexually active was countless. He had looked at, licked and sucked every square millimetres of the rich flesh so many times that he would have thought both her breasts and areola and nipples no longer held any mystery for him. Seeing them hanging there as she leaned forward towards the young man, he realised that there was still so much to find out about them.

Cat was rarely as sexually confident as she was being with Grant, but then she had never been in a situation such as this before. A situation where she was being seduced by a guy young enough to be her son, 'Shit not young enough,' she thought, 'Younger than,' she realised as her son's good looks, long wavy hair and lithe body came into her mind. And with her husband watching. And that seemed to boost her confidence.

As Grant leaned forward to kiss her she let herself slip backwards pulling him with her, so she was laying in the corner of the sofa with Grant on top of her. His hand went straight to her breasts. The flesh felt wonderful on his hands and fingers, his hands and fingers felt wonderful on her flesh.

They kissed deeply, he squeezed, pinched, rubbed and caressed her breasts. She held him tight, running her hands up and down his back arching her back and pressing her breasts against his hands.

It was just getting better and better Richard thought, loving the sight of his topless wife kissing the young man who was avidly stroking her boobs, which he had always adored. And then he saw Grant remove his hand from Cat's breasts and slip it down her body. He rested it on her knee and with just the merest of pauses started to slide it up her skirt. Richard shuddered with excitement as he saw his wife's legs open slightly and could only imagine the lovely feelings the young man was shortly going to experience as his hand reached its inevitable destination.

But then she reached down and grabbed his wrist, stopping the upward path towards Grant's sexual Nirvana. With her other hand Cat pushed the young man off her and upright.

"No," she muttered.

'Oh shit' Richard thought 'she's got cold feet,' he'd had that fear all along. 'Bugger it just as things were getting interesting as well.'

"What Cat, sorry, what did I do wrong?" Grant asked genuinely concerned that his youthful exuberance and inexperience had upset the older woman. Far from it.

She smiled and touched his face lightly with her fingertips.

"Nothing Grant, you've done nothing wrong at all," she said, much to both men's relief.

"What then?"

"I just think it's time we went to the bedroom, don't you?" She said standing up and taking Grant's hand. "Coming darling," she added over her shoulder to her husband.

With both men's eyes on her Cat emphasised the already interesting wiggle that was always a feature of her walk. The both saw her cheeks swaying from side to side beneath the thin material of her skirt as they watched her nylon covered legs with the seam down the back striding purposefully towards the bedroom.

Cat was now full of confidence, she felt in control, something that was rare for her sexually, particularly with her husband.

They got to the vast bedroom with the wonderfully spacious King sized bed. Again the room was only lit from the streetlights of the busy road and the view was the airport. That all seemed so right Cat thought as she stood facing Grant beside the bed.

"I'm a little too old for being groped on a sofa" she said placing her hands on the young man's chest. "Anyway it's a little unfair at the moment isn't it?" She said starting to undo the buttons on his shirt. They were soon undone and she slid the shirt off making a slight grunt of appreciation at his full, nicely defined fairly hairy chest. 'Just right,' she thought realising it was very similar to her son Mark's physique. That made her shudder. Shaking her head to clear such thoughts away she slid her fingers into the waistband of his trousers and edged them round to his belt.

"Shall we?" she asked.

"Mmmm, yes please," Grant replied feeling so very nervous. He knew he was totally erect and that his cock was almost ready to burst and wondered just how much he would be able to take before having to cum. He'd heard of guys who had got so excited that before they had really got anywhere they had ejaculated and he was petrified that would happen to him one day. 'And how fucking embarrassing would that be?' He asked himself as, moving his gaze from her tits, which were just inches from his bare chest and her fingers, which had undone his belt and were now sliding his zip down. He'd never had a girl do this to him before, just as he'd never had a girl stand so close to him half undressed, or half dressed dependent upon your viewpoint he smiled. But then girls don't do that sort of thing do they, it takes a woman to do them.

'Fuck it looks bloody enormous' he thought, feeling highly embarrassed as his trousers slid down so he stood there in his CK Y fronts.

'Fuck it looks bloody enormous,' Richard thought nervously mentally measuring himself against the young beau; he knew he would fall well short.

'Fuck it looks bloody enormous,' Cat thought her heart pounding at the mental image of it surging up her.

"Mmmmmm nice," she said quietly placing her hands on his waist as he wisely removed his socks. She pulled gently on the waist band. She was aware that he might be a little shy and reticent. "Yes?" She asked looking Grant right in the eye and raising her eyebrows.

'Fuck here we go' he thought nodding, but full of trepidation as slowly, inexorably slowly Cat pushed his pants down. Naturally the elastic waist band was about to catch on the end of his erection, but anticipating that she pulled it further away from his body so that difficulty was overcome. Then they slid effortlessly down his strong legs. He was nude, totally bare, stark bullock naked and she was looking up and down his body just as her husband was. He was embarrassed, he was excited, he was aroused he was shy, he was everything. He heard Cat whisper.

"Oh Grant, you're beautiful" as her soft fingers ran up and down his sturdy cock. His body jerked so acute were the wonderful sensations.

And to Cat right at that moment he was beautiful. Sexually beautiful that is. Sexually beautiful, sexually aroused, sexually ready and sexually available.

Seeing his lithe, muscular tanned body did something to Cat. She wasn't sure what, but as she managed to whisper "Lay on the bed" it was his body she saw, but it was not his face. No, it was a much more familiar face that stared at her, that stared at the half undressed female, that stared at the older woman who was turning round confusing the younger man, that stared at the mother who was whispering.

"The zip."

Grant really worried that his fingers would be shaking too much, but somehow he managed to undo the hook and eye and slide the zip in the middle of the back of the waist band down. She turned back to face him as she saw her husband move round to the other side of the bed, discretely in the shadows. After seeing Richard take up his position looking across Grant's naked body to her, Cat caught the young man's gaze and didn't leave that for one second, although he broke it to run his eyes up and down her body.

Taking the waist band in her hands, Cat slowly pushed it downwards and then let it go so it fell in a pool at her feet.

"Oh my fucking lord," Grant groaned.

"Oh Cat," Richard couldn't help muttering as both of them fed their eyes on the erotic vision of her tiny, black thong and the lacy topped, black, seamed hold up stockings.

Cat wasn't one for wearing particularly sexy underwear and would certainly not countenance the idea of half cup, nipple baring bras or crutchless panties. Subtlety sexy stuff though she liked. It made her feel good and the reaction, mostly from Richard in recent years, but now very gratifyingly from Grant as well was just reward.

She looked at Grant's gorgeously youthful body for a few moments as both he and Richard ogled her. It felt good to have the young man's eyes on her. Just as it had felt good, a few weeks ago, when her son was home for a few days, and she had felt his eyes on her as she had got undressed. She had left her bedroom door open as she usually did when Richard was away, as he was so often nowadays; had she forgotten her son was home she asked herself later? It had felt as amazing, but she was so guilt-ridden to catch him staring at her. Nothing was said, either then or since.

She lay on the bed with him. They embraced. He caressed her breasts again, tentatively at first, but then more confidently. He kneaded them, squeezed them, he pushed them together and then focused on her nipples. It was heaven for both of them. Cradling his face to them she looked over his shoulder as she ran her hands up and down his firm, muscular back. Bent as it was so he could suckle her tits, the skin and muscles were stretched making his body even tighter and taughter and, due to that, even more desirable. Her eyes caught Richard's. He smiled and winked, he was obviously enjoying it.

Grant had overcome both his trepidation about being with another man's wife with him there and his nervousness at being with an older woman.

Cat had also overcome her earlier misgivings and her worry about seeming keen to have sex with another man with Richard looking on, especially a much younger man.

That, however, was the key, the appeal, the turn on for her. Not just being shagged by someone new, not just the thrill of the difference and certainly not the fact that Richard was watching. It was her fulfilling a fantasy that had grown in her for the past five years or so, a desire that had fermented as she had seen her son's friends around the house, a want that had grown as she had realised her son's sexual activity; was it a jealousy she wondered as she reached down Grant's body and took his lovely prick in her hands. God it was so gorgeously hard. Stiff, long, thick, warm and noticeably throbbing. She embraced it and coveted it with her hands. 'If this was what young men were all about' she smiled 'then bring 'em on, just bring 'em on.'

"I think you had better fuck me no, don't you Grant?" Cat whispered into his ear very quietly so that Richard didn't hear. For some reason she didn't want to appear too keen to her husband.

"Oh yes," he groaned giving in to the pressure on his back and rolling on top of Cat. He had never had a woman speak to him like that and the words crashed so erotically into his brain. It was the sexiest phrase he had ever heard.

Smiling she said. "I think we've forgotten something."

"What, er, um sorry, what is it."

Cat wrapped her arms round his neck and smiling said. "I've still got my knickers on silly."

Grant felt so fucking stupid and inept. 'Trying to fuck a woman showing how good he is and forgetting to take her sodding pants off, what a dickhead.

"Gosh sorry Cat."

They wiggled their bodies around between them easing her thong down her stocking covered legs until they had bared what was needed to be bared for them to make love, Cat's cunt. What an evocative expression she thought. He went to reposition himself, but she stopped him again.

"And?" Cat said nodding towards Grant's dick.

"What?"

"A condom baby."

"Oh shit yes, hold on a mo," he muttered feeling totally inadequate as he went to get off the bed.

Cat smiled. "Just lay back, I've got one here."

Grant nearly came when Cat sat very close to him. Her breasts brushed his arm as she wiggled the slightly sticky latex onto his erection. It was such an intimate thing; he had never had experienced anything like it before. Lying back with this older woman manipulating a condom onto his hard cock was awesome; he couldn't imagine the girls he went with having the confidence to do it, but god he wished one would.

"Come on then tiger," Cat said playfully laying back on her back again, "Come and get me." As she said that she opened her legs and drew her knees up. It was a fantastic sight to the young man as he rolled between them. It was an equally fantastic sight to Richard.

Grant rather rushed things. Cat didn't stop him although she realised that he was hurrying too much. She knew, or felt, that he had to get this first one out of his system, and quick. It was a quick fuck and she didn't cum, but she made the appropriately appreciative noises without going over the top.

"Oh fuck sorry," Grant groaned as, almost immediately he pushed himself inside Cat he felt those wonderful, but at a time like this fucking worrying tremors in his balls. He knew immediately that he would cum. 'Set a bloody world record for the quickest fuck in history' he thought to himself as he started to cum.

Cat smiled to herself. 'Still got it even at my age,' she smiled as she realised what was happening.

"Shush baby, shush," she whispered, stroking the back of his neck and running her other hand up and down his spine.

"Oh Cat I am so sorry," he groaned as the last spasms of his ejaculating prick subsided.

"Don't worry, it happens to men sometimes."

"Really, it's not just me then?" He asked quietly not wanting Richard to hear and certainly he didn't and couldn't look at him. He felt such a failure.

Richard understood the situation, indeed sometimes, particularly with a new partner, even a whore, it happened to him when he became too excited. He smiled to himself as he watched his wife cope admirably with the situation and with Grant's ego.

"In some ways baby," she cooed "It's a compliment really."

"Huh?"

"Well maybe," she continued running her fingertip lightly over his beautifully pert arse "I aroused you too much."

"Oh I see," Grant said a little less morosely seeing a way out of the shitty situation as his dick softened and slid out of Cat.

Digging her fingernails into the wonderfully firm and beautifully smooth flesh of Grant's bum Cat whispered. "In any case Grant, it will make the next time even better, won't it?"

She wasn't wrong in that assertion.

They both showered separately with Richard joining Cat in the larger bathroom. She thought he was going to join her in the shower and perhaps fuck her, but he didn't.

"So Cat, is it ok?"

"Yes, it's fine."

"Are you enjoying having it as I watch?"

"Yes," she replied, but didn't add what she felt. That was that she would have enjoyed the sex with Grant as much, if not more if they were alone.

"I told you that you would darling," he said getting up, his erection very evident in his pin stripe trousers.

Wrapping a towel round her Cat returned to the bedroom. Grant was there sitting on the edge of the bed. He had a towel round his waist. He looked amazing. His body was great and nicely tanned, she hadn't really noticed just what a good body he had before. He stood up as she approached him.

"Ok Grant?"

"Yes Cat, yes thanks" he stammered back staring at her and seeing the towel, which just covered the tops of her breasts down to just beneath her pussy. 'She's got fucking great legs' he thought as already he felt the stirrings.

Cat was now totally relaxed about what they were doing. She felt in control. She walked over and stood close to the young man facing him. She looked in his eyes and smiled. "How are you feeling?"

"Great, just great."

She let her eyes run down his gorgeous body and stared at the towel. She then looked in his eyes again and lightly brushed the back of her fingernails across the obvious lump of his cock and balls.

"I meant down here baby," she cooed.

He knew what she meant and of course the words and the touch precipitated the inevitable. His cock started to grow.

"Shit no more than fifteen minutes," Cat thought, her heart starting to pound as she recalled the efforts she and Richard sometimes had to create a second erection after a couple of hours.

She decided to push things a bit. Smiling she reached out and slid her fingertips into the towel. A gentle tug and it came apart. Looking into Grant's eyes she said softly.

"I don't think we need this do we Grant?"

He gulped. "No Cat no we don't."

She looked down. He was at least semi-erect and it looked as though it was actually growing as she stared at it. She took it in her hands, gently, almost reverently as though it was a precious object, which in some ways it was, she smiled noting that it was actually growing in her hands. She slid her fingers into her own towel and pulling that she said.

"I doubt we need this either do we?"

"No, no not at all," he groaned as her great tits, her slimmish, yet maturely rounded body and her long legs came into view. He noted that she just had a 'landing strip' of pale hair round her pubis and that her starkly pink lips were very visible not being hampered by the curls of hair the other girls he'd seen sported down there.

He was now stunningly hard again. She wanted him and it badly. God how would she cope with going back to Richard, she thought adding as they moved towards the bed in preparation for having sex the second time in half an hour? 'How will I cope not having this, now I've had it?'

Again it wasn't a great fuck, but then that's not what young men are all about she thought as she lay on her side and they spooned. She thought the same thing an hour or so later when straddling his body, she fed his cock into her and she fucked him. And after a snooze, a couple of drinks and another shower she had those thoughts again as she kneeled beside the bed her breasts squashed on it as Grant fucked her from behind for the fourth time in an evening.