Making Madelaine

I'm James. I met Madelaine when I had just turned 60. It's really like 40 going on 60. Most people believe I'm closer to 40 than my real age. But, as my dad likes to say, "your cells know how old you are!" Madelaine, or Laney was widowed. I was long divorced. It was a fortuitous meeting for both of us. Laney was 46. Turns out we had a lot in common, outside of our ages. After weeks of friendly conversation I also found out we shared a kink. Neither of us thought about getting into a "relationship," we were plenty happy having good conversation and excellent company.

I found out that her and her late husband, John, were swingers. It was more of a one way open relationship. She "cheated," with guys he set her up with, and a couple times at a swinger's club. I told her all about how me and my ex had the same type of thing. The relationship was open, at least for her. I had no inclination, or opportunity to venture outside the relationship, while she had all the chances in the world. Laney and I got immediately closer when we both saw the need for it in each other.

Madelaine is a natural red head. She reminded me of Stephanie Powers, at her age. She has a beautiful face. She loves wearing red lipstick. She's a total milf. She turned heads, even the young ones at the coffee shop we hung out at. Her tits were perfect, still firm, perfect sized. If there was any sag to them I couldn't tell from looking at the wonderful cleavage she did love showing off. She also has some meat on her. She's not fat, by any stretch, she's just got a nice round ass, sexy hips and an overall curvaceous body. She could still attract pretty much anyone, she still had the charms.

We became closer that day, having revealed a dark secret to each other. We had sex a bunch, she nearly wore me out, both because of my age, and because of how sexy she is. She was amazingly oral, she loved to give head more than any woman I'd met, even including my ex, which was saying something. We agreed we'd keep it at the "friend/fuck buddy" level for now, both due to our previous experiences, along with different life situations. She still had kids in college, tuition costs, etc. We were where we were most comfortable. We agreed that we weren't "exclusive," mostly for her sake, given her plethora of opportunities. She even admitted to be excited about the thought of doing some of the things her and her husband had fantasized, but never did, as well as some of the things my ex and I did. She said she'd ONLY do it with me involved. The sharing of the experience was what drove us both.

It was only a matter of time before we let the kink out to play. One day we were sipping coffee, both of us particularly horny. I asked her, "what were some of the games you played with your husband?" We'd talked generalities before, not so much with specifics.

"Oh, we fantasized about a lot of stuff. Other than the swinger things a half dozen times, we didn't really do much. Most of it was in our heads."

"I see, but were there SOME things?"

"Yes. One thing he really liked was me showing off my body. He really dug the exhibitionism. He loved it when I wore teeny tiny swimsuits, or wore tops with lots of cleavage. I still, to this day, I often say it's in his honor," she laughed.

"Well, I'm glad for all of our sakes," I smiled.

"But, one game we actually did, frequently, was the showing off in public thing. He loved us going to the mall. I would dress in a short skirt and a revealing top. Then, he'd follow along as I'd tease the customer service people, like in the shops, or walking around in the mall."

"That's cool, I love that idea, too. You never did anything after the teasing?"

"No. I always got SO worked up, though. He just never pressed me...I always wished he would. I think he'd have enjoyed it. I just don't think he was wired to believe that it actually CAN happen."

I told her that I agreed that it could happen. My ex did pick up a few guys that way, it always made us hotter than hell.

"So she...got fucked?" she asked, with wide eyed wonder.

"Not that day, but she DID suck a guy she met, in the parking lot."

"Wow wow," she smiled. "So hot."

"I have an idea," I said, seeing her reaction. "We have a few hours before you have to get home and cook your daughter dinner. Though she's 21, she should be able to find her own food by now," I laughed.

"She can," she smiled. "I just like doing it. It makes me feel useful. What's your idea, dirty man?"

"Let's go to the mall. I love what you have on."

She had on a red blouse that crisscrossed in front. When she bent she revealed quite a bit of tit, and would even moreso without the bra. She had on a skirt, mid length, but with a slit up the side. When she crossed her legs, you just might get a glimpse of her panties. We drove to the mall with me playing with her pussy, it was juicy already. Once we arrived I made her give me her bra. We walked in.

"So what did you usually do first?" I asked.

"I checked out the shops. I looked for the ones with the young guys working."

I nodded. I followed her. I walked behind her a few yards, so as to not appear that we were together. I wanted guys who wanted to look, to be able to without fear. She nodded to me, she was going to try Foot Locker, there were some guys in there working. I knew Foot Locker was mostly a young, male place. Mostly it was to get cool kicks, or logo'd apparel. I stood around outside the store, just to check her out.

She walked in. She was the only customer, immediately both guys approached her.

"Hi," she smiled sweetly. "I'm just looking, maybe for a birthday gift for my son," she lied, "he's 16."

One guy showed her around the whole store. The other sulked behind the counter. I could see her pointing at things on the shelf and stretching as she did so. We were both hoping he was smart enough to look. He was. He wasn't all that subtle about it. She was sitting, and she took shoes out of the box. She then leaned way forward to try and reach the other shoe. I knew that if she had positioned herself right, he'd see her whole tit hanging under the material of her top. She had, I saw him make a motion to the other guy, kind of like a thumbs up, sign. I saw her switch leg positions as she sat and talked to him. I'm sure he was seeing flashes of her panty clad pussy. Finally, she smiled, got up, thanked him with a prolonged hug, and walked out. I met her down a few stores.

"Fuck, that got me wet," she laughingly admitted. "I could tell he could see my whole tit that one time, as well as a lot of both of them in others. I'm not sure about how much panty he saw, it was kind of quick. But god, they were both like 18," she chuckled.

"Oh, he noticed. Once you walked out I peeked in again and the two of them were high fiving each other. I don't think you knew it, but the other guy got at least as good of views of you, there was a security mirror in the corner, he was looking at you the whole time."

"Wow, fuck," she cooed. "I get so horny showing off. This is always how it was with John, then we'd have to go home and fuck."

That wasn't our plan, though. We walked to center court, where there's a coffee place, along with several food options. There were tables in the center for hanging out and eating, as well as couches where you can charge your phone or just people watch. I told her to walk around the court, get coffee if she wished, but then to sit by herself in one of the higher chairs with a small table.

I saw the eyes of the men follow her as she walked. She has a great ass, the skirt just highlighted it. I saw her flirt, first with the yogurt shop guy, then the coffee guy, neither were subtle about looking down her top. She sat down, alone. She texted me. "Oh god, my nipples are so hard, did you see how they were looking at them?"

"I did. There's a few staring at you now. Cross your legs."

She lifted her leg, slowly and put it over the other. Given the height of the chair anyone walking by could basically see all the way up her leg, to her ass pressed into the chair. She let quite a few go by with a shy smile.

"Fuck, did you see that guy?" she texted. "I could feel the cool air all the way to my panties, so I know it must be visible, he nearly burned a hole in my panties with his eyes so hard I could almost feel it."

"You've made some fans," I said. "See those two young guys on the couches. They are below you. I'm sure they can see it too."

"Oh wow, you're right. Lemme do something," she wrote. I saw her change her position and switch legs. Her admirers were definitely taking note.

"God, I don't know what to do," she said. "I'm so horny and I feel like I'm just prey being circled by predators."

"Right, but unlike on the plains, no one is going to just take you and mount you and fight off the others," I joked. "It's up to you."

"What should I do?"

I walked up to her and "rescued" her from the circling vultures. I said, "is there another place you've gone where you can exhibit yourself? I like the extended view of that."

"Yes, actually the woman's shoe section at Lord and Taylor," she said. "We just have to hope they have males working instead of females."

We walked quickly into the store. She was totally into it now. She admitted her pussy was wet. I stayed back again as she approached the shoes. Lucky for us, there was one guy manning the counter. He was young, but not like the teenagers before. He looked more college age, turned out he was 21.

She walked in and he smothered her with attention. Even from afar I could tell how hard her nipples were. I was able to see plenty of tit even from a few rows of clothes away. I saw her giggling, laughing, talking, and trying on shoes. He was "helping" her. I saw him kneeling in front of her while placing a sexy strapless number on her foot. With her leg crossed I knew he could see her panties, and the outline of her pussy lips. He took his time. I saw her touch his arm and smile. She was doing all the classic, "hey, I'm flirting with you," moves.

He stood above her, looking down. I knew he could see her breasts in all their glory, she was still leaning forward, pretending to admire her shoes. I saw him shake his head, like he couldn't believe his luck. He kept looking in my direction as I fumbled through racks of clothes I wasn't interested in. Finally, to not rouse his suspicions, I walked away and hid behind the dressing area. I was able to peek out on occasion. I watched them flirt and I knew she gave him every opportunity to see what she had. Finally, I saw her stand up, give him a hug, then a quick kiss on the cheek. She rushed out.

"Oh fuck," she hissed. "He saw EVERYTHING," she panted. "I just know it. From above, my tits must've just been hanging there for him. And, I gave him multiple panty shots."

"I know, I saw most of it. I also saw his reaction, you're right, he did. Was that all?"

"No...he uh...gave me his number."

"Alright, now we're talking," I smiled.

"He's 21 years old!" she said with frustration.

"So? You know what we're talking about here. Does that matter at all? It's not like you are marrying the guy."

"True. I'm thinking too much like John did. Oh, and when he gave me the number he said, and I quote, "I'd really like to see more of you." It was so obvious. This is why I need you. You need to guide me through this. "

"I will, it's been fantastic already. At worst, like you did with John, we'll end up fucking our brains out from the excitement."

"Yes we will," she agreed lustily.

"You still have that burner phone, right?" I was referring to a phone John gave her when they did their few swinger activities. It was so no one had her home number.

"Yes, why?"

"Ok, if you are willing. Go back in and give that guy your number."

"Oh wow, really? Ok," she said bashfully. She came back seconds later. "Oh man, his eyes just lit UP when I gave it to him."

We walked down the mall and stopped in several more shops. I made her find guys that were shopping and kind of "shadow" them. When she got their attention I wanted her to hold their attention by revealing something. One time, she was holding a top, some old bald guy was eyeing her. When she knew he was looking she "accidentally" brushed across her top, her thumb caught one side and basically opened her top up for him. I knew he got a good view of her bare tits, I saw him turn beet red. At another place she was looking at pants. One young bearded guy was ogling her. I saw her hike her skirt up, just a little. She pretended to drop the pants, then bent way over to pick them up. I could see the bottom of her ass cheeks, I knew he could too. We were plenty worked up, I figured we were almost done with the show.

She was in the ladies dressing room. She was trying something on that she liked, she said, for future teasing. I thought maybe she'd open the curtain at the perfect time, when some guy walked by, instead, she busted out and said excitedly, "oh my god, Chris, that guy from the store texted me!"

"He did? What did he say?"

"He said he had a break in ten minutes, oh man, what should I do?" she asked. There was a wildness in her eyes that I'd only seen in my ex, years before.

"We have talked about this. I told you about my ex, that she teased, to please."

"Yesss," she purred. "I want to be like that...if you make me."

"Are you sure about this?" I asked. "Fantasy can still stay fantasy."

"Am I sure?" she asked. She put my hand under her skirt, right on her pussy. She let me get my fingers in her wetness. She was SLICK.

"Ok, I want you to text him that, on his break, you'll meet him at that entrance by Hot Topic."

"Ohhhh," she moaned as it started to all become real. She texted it.

He wrote back, "great! I hope I can get to know you better!"

Write back, "oh, you will," I instructed.

"Oh god, that's so dirty. He'll KNOW what I'm doing."

"Yes he will."

I saw her hesitate, only for a second. Then she sent it.

"Oh fuck, man. What am I supposed to say? What am I suposed to do? Tell me, sir," she said, indicating her submission.

"Ok, you are going to meet him at the doors. You are going to walk him out to my Jeep." I handed her the keys.

"Ohhh," she panted with lust. I think years of frustration with NOT doing it after being built up, was filling her head.

"Then, I want you to get in the backseat..."

"And then what?" she said hoarsely, her eyes were glazed with desire.

"You teased him. You flashed him those tits and your pussy."

"I did, well not my pussy, but my panties."

"Yes. So, I want him to see and touch what you teased him with."

"wow, ok?"

"Take off your top, let him play with those wondrous tits of yours, and let him finger that pussy you were taunting him with."

"Oh fuck, oh fuck," she gasped.

"So what are you going to do?" I demanded.

"I'm...going to suck off some 21 year old in your car and let him feel me up....fuck."

"Now get going," I said sternly and I swatted her on the ass, much to the delight of a few passersby.

"Oh, one more thing," I said. "Don't try and hurry it. I want him to enjoy this. Take your time, lick his balls, tongue up and down his shaft. I want this to be about his pleasure, not just yours."

"Yes, sir," she said with a peep as she walked off.

I watched that amazing ass swish away, giving me a nice hardness that I knew I'd use later.

I waited. First, I got a coffee. Once that was done I got something at Pinkberry. It was over a half hour later she called me.

"Hi," she said huskily. "Do you want me to tell you about it or wait until I get to you?"

"Tell me as you walk here, I'm in the center court. I like the thought of you having to describe it while you are walking past people."

"I knew you would, dirty man," she giggled. "So shit, I met him at the doors. He had the biggest grin on his face, he just KNEW he was getting something from the old milf."

"Oh shut, you're a milf, but you are in your fucking prime."

"Well, I think he liked it, too," she chuckled. "I took him out to the Jeep, he actually held my hand like we were lovers already. I'm sure it looked weird, a 21 year old holding a 46 year old's hand. Anyway, we got in the backseat."

"He was nervous. He said, "now what?"

"I'd had a couple hours of teasing behind me, I was on fire. I said, "I teased you, that wasn't fair."

"He started to protest, to defend my honor, but I stopped him. I took my top off right in front of his face. My tits spilled out. He just grinned. He got them in his hands and fondled them. When he had enough of that he put my nipples in his mouth, one by one. It sent a jolt of electricity right to my clit. He told me he had a half hour, for "lunch." I was going to be his lunch, or he, mine," she giggled.

"He was feeling me up and kissing me deeply, and for a 21 year old he really could kiss! I lifted my hips up for him and slid my skirt up. My panties were visible. He got the hint. He got his fingers inside them in a flash, and after a few minutes of teasing my lips with his fingers he plunged them in me. He finger fucked me good. I saw him start to shift, like he was planning on getting on top of me. I stopped him. I rubbed his cock through his pants and it was already hard. I unzipped him. His cock popped out.

"Ah, young cock, it was so stiff, so ready. I put my head on it and immediately went as deep as I could. He just laid his head back and gasped. I knew what you said, to take my time. So I backed off of him. I got on the floor in front of him. I licked up and down his shaft, and sucked on the sides, slowly sucking up and down while stroking the head with just my fingertips. He was groaning and grinding his hips. I dropped down lower and licked his balls, slowly. I took one in my mouth and suckled it softly, before doing the same for the other."

"Fuck," was all he could say. His hand was on my head, caressing my hair softly.

"Then, I licked back up to the top. I put his head in my mouth and swirled my tongue around it, like you like. I sucked on him softly as I stroked his dick with my hands....I..." she stopped, interrupted.

"Oh shit, there's a guy on a bench near me, I think he might've heard me. I stopped for a moment to adjust my shoe."

"That's cool!" I said. "If he's alone, let him hear."

"Tell it here?" she peeped, embarrassed.

"Yes!" I said.

"Ok, so I had his head in my mouth and he was really grinding. I wanted it as badly as he did. All those years of teasing those guys, THIS is what I wanted to be doing at the end. All that frustration drove me to want it this badly. So, as I was swirling around his head, he gripped my head tightly."

"I'm...about...to cum..." he gasped.

"Do it," I said, as I flicked my tongue over the slit, trying to draw it out of him. "Fill my mouth, get it on me, on my face!" I urged.

That did it, he blew! Fuck, there was so much, I haven't had a 21 year old since I was, well, 21," she giggled. "I got a lot in my mouth, which I wanted, I NEEDED to have to taste it, but the rest I let shoot on my face. It got everywhere, on my forehead, my nose, my chin. It dripped down and got on your seats, sorry."

"Understandable," I laughed. "But, how do you feel now, now that you've done it?"

"Amazing. I'm as hot as I've ever been."

"He didn't try to please you?"

"Hell no," she laughed. "He zipped up and was outta there, oh, only after saying he'd LOVE a repeat."

"Men," I laughed. "Ok, come on, we can go now."

"Wait," she urged. "Remember that guy that might've heard me?"

"Yes?"

"Can I...you know...flirt with him too?"

"Hell yes. What's he like?"

"He looks like one of those construction foreman kind of guys. He's thick everywhere. He has thick arms, thick legs, he's even got a thick neck. He's got a buzz or military type haircut. Shit, even his fingers are thick, if his cock is that thick...." she cooed.