tagMatureExchanging Flesh Ch. 12.5

Exchanging Flesh Ch. 12.5

byeric shawn listo©

We continued our affair. Bea was an avid reader and since sex was now her favorite subject, she wanted me to get her all I could for her. I started her on "Lady Chatterly’s Lover" and Henry Miller but she was soon reading letters in men’s magazines and Nancy Friday. She gloried in the descriptions and would often sit naked in bed, her little half glasses atop her nose, reading to me about what she wanted to try.

She desperately wanted to have sex outside the house. During the holidays that year, I arranged to make it happen.

The house was full of her children and grandchildren and despite long looks between us, there was no chance to get together. Bea was actually seemed to be getting a little cross at our forced estrangment. Our days of lovemaking had become the primary source of her being and without it she was feeling incomplete.

One night, as we snuck a smoke, I informed her it was my turn to accompany her on her shopping trip the next day. All her children took turns accompanying her though Bea insisted on doing all the shopping.

“Don’t wear your panties,” I said.

She stared at me. I smiled and went to bed.

The next day, we were in the car driving to the store.

“I’ve missed you so much,” she said.

I placed my hand on her thigh.

“Me, too,” I said. “Take a left on Johnson Street.”


I reached under her skirt to touch her bare skin.

“Just take a left.”

She did and followed my directions to an old secluded road that I knew of. I wasn’t going to tell her I knew of the place because Mae and I used to sneak down here before we got married unless Bea asked. She didn’t.

I had her park in a tiny cove just off the road. Then I pushed the front seat of her big Delta 88 back as far as I could. I unzipped my fly undid my pants.

“Come over here, babe,” I said.

“Danny,” Bea said. “What if someone drives by?”

“No one will,” I said. “If they do they’ll think we’re a couple of kids.”

She looked doubtful.

I held up my hardening penis. “Bea, I’ve missed your sweet mouth so much. Come on, suck me hard.”

Her eyes glistened and she licked her lips. She leaned over and took my half hard dick in her mouth.

Bea had become a first rate cocksucker under my tutelage. She had difficulty deep throating me and I knew this bothered her; but she was so adept with her tongue, teeth and fingers it hardly mattered. She soon had me hard and tall. I told her to climb on. She swung her leg over me and pulled up her skirt. As i had requested, she wasn’t wearing any underwear. She drizzled with wetness. Sucking my cock always made her wet.

I held my cock as she lowered herself down on it. She sank down to the hilt.

“I’ve missed you so very much,” she murmured.

I undid the front of her coat then rolled the bottom of her turtleneck sweater to above her breasts. The brown areola peeked out of the white bra. Bea had taken to wearing bras that snapped in the front. She had told her daughters it was because her back was sore when she tried to snap a bra behind her back but I knew it was for my easy access to her tits.

I unsnapped the bra and took each teat lovingly from its cup as Bea rose and fell on my beefy prick. The nipples were well aroused from the excitement and the cold, but I suckled them into an even harder state.

Bea said she loved the feel of my mouth on her breasts. It was so different from the way her children had sucked. No less hungry, she said, just more loving.

We screwed in silence, no sound in the air but the sounds of our fucking. Squish sounds and suck sounds.

Bea had learned how much control she had in this position and had become quite adroit at varying the speed and depth of her pussy engulfing my cock. Soon, she paused with the thick head of my prick just inside her then plunged down her hips to consume my hardness. This meant she was ready to come and was taking me with her.

I held on to her bursting teats for dear life and girded my loins. She fucked me mercilessly until we came together in a furious blast of sweat and sound. Braying into the afternoon air.

My cock filled her with come which mixed with her juices and dripped out of her cunt onto my pubes.

Bea asked me if I though there was enough room in the seat to get in the 69 position so we could lick each other dry. I allowed as you could hold a dance in the old Delta and we shifted positions. 69 was Bea’s favorite position. She felt it was the most sinful. Since there was no chance of getting pregnant, it was solely for self gratification. Only simultaneous oral sex left no one out, she concluded.

I drove my tongue into her pussy, licking at our blended juices as she cleaned my limp log of a cock of the same mixture. Bea sucked and licked at the curly hairs of my groin, harvesting all the jizz she could find. When we were clean but hardly sated, my cock started to rise again. Bea laughed and ground her clit on my tongue.

“I wish,” she said. “But if we don’t get going I’ll never get that turkey in the oven.”

We rearranged ourselves and got dressed. Then, I cracked a window and we shared a quick cigarette as we cuddled.

“I can’t get enough of you, Bea,” I said.

“I know, Danny,” she replied. “I can’t wait till they’re all gone and we can have our perfect days back. I know that sounds awful but it’s true. All my life, I’ve been wife, mother, grandmother, then ex-wife but it’s only with you I’ve ever felt like a woman. It’s dirty and dishonest but that’s how I feel. And I can’t help it. I thought I was done for. Post menopausal, dried up and useless. But you opened me up, both my nether world and my mind. You made this old wilted flower blossom again. Now, we don’t have to worry about getting pregnant so its no sin to use what god gave us to make us whole again. So I was wrong with my husband, it’s not duty but life and a part of life that was missing for so long.”

I kissed her cheek. “Maybe we should consider being together.”

She looked at me sharply. She said, “No, Danny. That will never be. It would split my family and then, I’m sure, us apart. No one must ever know. When it’s time for it to end it will. But no one will ever know what we do.”

She stared hard at me and her voice was even.

I nodded and we drove to the market to shop.

Afterwards as I helped her get the bags out of the trunk, I stole a kiss and said, “I can’t wait until Monday.”

In fact, I didn’t actually wait until Monday. Sunday came and the hordes fled, leaving Mae, her mom and me alone. Mae for some reason, probably a week with her nieces and nephews, wanted some love. So we began to make love in bed that night. She wouldn’t let me come in her cunt, I knew, even though she dreamed of children. And perhaps due to my lackadasackle attitude, she fell asleep with me inside her. She had drunk a lot of wine that week.

I pulled my hard dick out of my wife and decided it was time to visit her mother.

I made sure she was asleep, then slipped out of bed. My cock softened somewhat as I cleaned Mae’s juices off of it in the bathroom.

But it hardened again as I opened Bea’s door and crept into her room. I slid into the bed beside her and nuzzled up to her naked back. I was thrilled to find my fifty-eight year old lover had started to sleep in the buff.

Bea awoke with a start as my hard dick bumped against her ass.

“Oh my god, what are you doing?” she exclaimed.

“Shhh. I need you. I can’t wait until tomorrow, Bea.”

“Danny, it’s too dangerous. Mae could wake up.”

I hugged her to me, my cock hard against her buttocks. I whispered, “Mae is dead to the world. She drank too much wine. She fell asleep while we were making love. That’s another reason I need you.”

She negated me, “No, Danny, not like this. It’s too tawdry. You’ve just come from my daughter. I can’t have you inside me now.”

“She left me this way.” I pushed my cock under her butt cheek.

Her hand found my cock. “My, you are hard.”

She stroked my meat; thinking.

“You’re sure she’s asleep?”

“Absolutely,” I said.

“Just this once, Danny,” Bea said. “We can’t take chances.”

“I agree,” I said. “I just need you so much.”


“Just like this,” I said. I moved her leg up and placed my cockhead sideways into her slash. She moaned when I held onto her leg with one hand and grabbed her butt cheek with the other. Her protestations aside, Bea was very wet. I plunged my cock into her and my balls slapped her lower pussy lip. The slack skin of her body sluiced up and down as I fucked her sideways cunt.

“So deep, Danny,” she moaned softly. “So deep, you split me.”

She pulled at her nipples as I screwed her. They became large and purple.

I found her clit with one hand and moistened one finger on the other hand. I placed that finger on her asshole. I carefully inserted my finger in that dark void to my second knuckle.

“Yesss,” Bea hissed.

She came as I fucked her pussy, her asshole and diddled her clit. Her body stiffened, holding me inside her. She even reached between her legs to grab my sack of balls so I couldn’t move. Then she moved her hips in hard, short pushes until she came again. This nearly brought me off but I had another idea.

I hauled my log out of her as she finished her second orgasm. I rolled her on her back and reached over to kiss her sweaty face. My cock, heavy and hard, rested on her belly.

“Aren’t you going to come, darling?” she asked, touching my penis.

“You are so beautiful,” I whispered in her ear. “I want to fuck your tits.”

“Danny,” she protested. “We don’t have time. Just put it back in me and make yourself come.”

I ran my tongue along her valleyed cheek.

“With no help from you,” I teased.

She smiled. “I think you know how much I’ll help.”

“We have plenty of time, sweet,” I said. “Get the baby oil.”

Bea looked at me like I was an incorrigible little boy. Then she opened a bedside drawer and took out a small bottle of baby oil we kept there.

She knew the way I liked to fuck her tits so I just sat back on her stomach and watched. My cock pointed up in the air above her breasts.

First, Bea squirted oil all over her heavy breasts in their tired sacks. Then with both hands, she rubbed the oil all over her chest moving the big tubes in front of me, making them shine in the soft moonlight that crept through her window. She played with her nipples making them hard and long, like thick erasers on school boys pencils. She was preparing herself for me, making her orbs a glistening altar for my praying rod.

Next, she squirted some oil in her hand and spread it over my piston, making it glisten as well. Wet and dark purple looking in the moonlight. Bea also lubed my testicles making the little hairs there drip with shiny oil.

Finally, she put one thick line of oil directly between her breasts. She pushed her slick tits together so the nipples stared at me like two inviting eyes.

I placed my dick head at the tiny opening between her tits and fucked through. My dick actually disappeared in the meaty flesh only to reappear at the base of her wrinkled throat. The slick oil made this fuck incredible. Her moist, heavy breasts sucking at my hard cock as I scooped in and out made me reach the plateau quickly.

“I’m gonna come, Bea.”

I quickly moved into position on one knee, my cock straight out. Beatrice dropped her breasts and sat up to grasp my cock. She opened her mouth and landed the head on her tongue as jets of my white come splattered in her mouth. I could see the white stuff spurt into her dark mouth in the moonlight as she pumped my slick dick dry. When I was finished she looked up at me, her mouth open to show my ejaculate covering her tongue. She had saved every drop.

I moved down to her and grasped her slick breasts, pushing them roughly as we kissed. She roughly jerked my dick with two hands. She shared my come with my tongue and we feasted until it was gone.

Our ritual kiss broke with a suction pop.

“Go, Danny,” she said. “Go or I’ll want you to stay forever.”

I kissed her and left. I went into the bathroom to clean my cock of the activities. I was just finishing when the door opened.

It was Mae.

I stood there with my obviously post ejaculate cock dangling between my legs. The oozing tip red and sore looking, though it felt great. Mae looked at me sleepily.

“Jesus Christ,” she said. “Did you come in here to masturbate?”

I nodded at her, sheepishly.

“All you had to do was wake me up. I’d have taken care of you,” she said as she put the toilet seat down and hiked up her nightie to sit down.

I hung up my towel and went to the door.

“You know,” she said to my bare back. “You shouldn’t run around here naked. What if my mother got up to go to the bathroom? You’d scare her silly.”

I said, “Yeah, I guess you’re right.”

As I went through the door, Mae said, “One more thing. Put the damn toilet seat down next time.”

I stepped into the hall in time to see Bea’s door ajar. It closed shut as I went by.

Near the end of our stay with Mae’s mother, Bea and I were to get a dream come true. An entire weekend with just the two of us in the house.

Unfortunately, it marked the end of our daily affair, as it only occurred because Mae had an out of town job interview in Washington. A job that she would get.

The interview was arranged by none other than Bobbie and Mae’s plan was to do the interview on a Friday then spend the weekend with her friend on the Capital. This meant she would fly down on Thursday afternoon and return Sunday evening. This was a huge amount of time for Bea and I to be together uninterrupted.

Mae wanted me to go with her but I argued that they were flying her down for free while we’d have to pay for my ticket and we didn’t have the money. Mae thought her mother would give us the cash but I got to Bea first and to Mae’s puzzlement Bea refused.

For the week before Mae left, Bea and I were nearly giggling, we were so excited. We planned candlelit dinners and long walks, but the idea of just being able to touch when ever we wanted was the most thrilling. I envisioned placing my hand on her bottom while she poured me another glass of beer and my dick stiffened in my pants. Enven imagining finishing the dishes and moving behind her to cup her breasts and nuzzle her neck was incredible.

On Thursday, I drove Mae to the airport and said, good luck. While I drove back home my cock was hard in my pants. I entered the house and noticed a warm glow coming from the dining room. I went in.

Standing beside a candlelit dinner was my beautiful Dorothy. She wore a black silk robe which was open in the front. The aging body I’d grown to adore was exposed to the candlelight. She held a long stemmed wine glass against her large breast.

Bea had let the perm go out of her hair these last months. Now she simply combed it back over her perfect ears. White highlights gleamed in the light brown tresses. Her daughters were wondering about her transformation since she had also started wearing more colorful clothes. Softer fabrics than her former khaki shirts and skirts. She looked stunning to me.

She held out the glass to me. “Welcome home, darling.”

I took the glass and we toasted. I moved to kiss her but she stopped me.

“Not so fast,” she said. “I have a present for you.”

She pointed to my chair where a soft package was sitting. I picked it up and read the card. It said: My darling, for our weekend of bliss, you can only wear this.

I looked at her impish eyes and tore the package open. It was a silk robe that matched the one she wore.

“You should have seen the salesgirls stare at me when I bought them,” Bea giggled.

I stripped out of my clothes with Bea’s help. She gave my hard dick a long slow lick as she took off my pants. Then she helped me into the robe. The silk felt smooth on my skin.

“It’s nice,” I said. “But it’s a little more than I expected to let you wear this weekend.” I pulled her to me, our naked fronts mashing together. My cock was hard between us. I kissed her mouth for a long time.

“I know dinner’s ready, but I can’t eat like this,” I said breaking the kiss. “My cock won’t even fit under the table.”

She nuzzled into my neck. “What do you want, Danny? How do you want me to take care of you?”

“Use your mouth, Bea.”

She kissed me then slid down my body to her knees. She took my penis in her warm mouth and softly stroked my bursting testicles. She sucked me hard, trying to get the head of my cock down her throat but she couldn’t. It didn’t matter, I soon came under her manipulations. She pulled me out of her mouth and let the thick gobs of come shoot on her tits. The opaque sauce coated her nipples and areola as she pumped every drop out of me.

She looked up at me, smiling.

“Come here,” she said.

I knelt down to her.

“How about an appetizer?” she asked. She lifted one come soaked teat and brought it to my mouth like a mother to a baby. I greedily sucked all the come off her nipple. When I finished I went for the other one but she said, “No. That one is for me.”

She lifted the baggy sack and its semen-drenched nipple to her own mouth and licked it dry.

I kissed her sweet lips.

I said, “Are you at all hungry?”

“Only for you,” she said.

We took the wine and candles to “our” bed and spent our first night making love in every way we could think of. I awoke at three in the morning to find her mouth on my stiffening prick. She took her mouth off it momentarily to say, “Before Sunday night, I’m going to have this big thing down my throat.”

I caressed her hair as she valiantly tried.

Later, my morning erection found a welcome home to deposit its load in her vagina as she rode it to orgasm. Her good boobs in my well intentioned hands.

We spent these days much as we had dreamed. Holding hands, touching each other whenever we wanted. Sitting curled together watching the sunset or TV. We made love on the back porch, fucked in the shower, devoured each other on the dining room table.

Bea confessed that she wanted to see an X-rated film. Her son had bought her a new machine called a VCR for Christmas to play tapes of his kids on. In the late seventies about the only pre-made videos you could get were X-rated. I knew where to find them and picked up a double copy of “Deep Throat” and “The Devil in Miss Jones”.

We curled up, I insisted we be naked, and watched the tape. Bea watched avidly. She envied Linda Lovelace's deep throating technique. She thought the story of "Miss Jones" was odd but was particularly interested when Georgina Spelvin took it up the ass near the end of the film.

When they were over, she sat staring at the TV set.

“Interesting,” she said. “I can’t say I was particularly aroused. But it was interesting.”

My penis was at less than half mast. After Bea, no video was going to give me a hard-on. She absently placed her hand on my dick and started stroking.

“Have you ever done that?” she asked.

“What?” I said.

“Put your penis in someone’s bottom.” she said.

“No,” I lied. She knew I had lost my virginity to a friend of my parents but that was it. And since the only other person, as far as she knew, was Mae, I was almost telling the truth.

My penis grew in her hand.

“Would you like to?” she said. “I mean would you like to put it in my bottom?”

“Yes, Bea, I would,” I said. “Very much.”

“Good,” she said. “I want you to.”

We went up to our bedroom. She lay down on the bed on her stomach. I took the baby oil from the night stand and sat down next to her. I rolled her over and held her.

“It’s just making love,” I said. “It starts the same way.”

I kissed her mouth and worked my way down her body with kisses and caresses the same way I had so many times before. Over her breasts, her stomach, to her clit and pussy. I sought to arouse her, to bring her nearly to orgasm. Her breathing grew labored. Her body softened yeilded to my touch. I rolled her onto her side, my head between her legs. I nipped and chewed her pussy lips, then the little island, the perineum and my tongue found her asshole. It was creased with age and surrounded by fine fuzz. I probed at the flower with my tongue.

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byeric shawn listo© 0 comments/ 112101 views/ 2 favorites

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