MILFception Ch. 03

Author's note: Hey y'all! This one has some breathplay in it. If that's not your thing feel free to skip it. If you're following this series for the "plot" there's a lot of set up for future chapters in it, but I'll put a recap in the comments so you aren't missing out. Other than that, I think this one is pretty fun, and I hope you enjoy it!

"Come on, get it out."

"Right here?" Pam and I were wandering around the produce section of the market I worked at. She was trying to find something the same size as my dick, and so far had ruled out the zucchinis, carrots, and bananas, settling on the cucumbers.

"Uh, yeah. I need to compare." She waved a cucumber in each hand to punctuate, playfully slapping one against the side of her face. "Get to it, I know you have other stuff to do today." A quick look around confirmed there was nobody else around us, and the creeping embarrassment of doing this in the produce section was eased by knowing this was just a simulation. Her hand worked at my belt, "I'm going to need you hard for this," my cock flopped out of my pants, and she leaned in to whisper in my ear, pressing her massive tits against me. "Don't you want to get hard for me, baby?"

Thinking back on all the times in the real world I had masturbated daydreaming about her, I just said, "you don't even know."

It started to throb to hard in her hand as her breath carried, "I want this back in my pussy so bad," into my ear. "I want you so bad that I'm going to suck all your cum out of my panties as soon as I'm home." Just an hour ago Pam had told me we weren't going to fuck again, that she couldn't with a man so much younger, and I believed her. I knew this was all play to get me hard for her, but she was a talented performer it turned out, and it was working.

She held one of the cold cucumbers up to my cock, made playful eye contact, and said "Too small." She compared another, and through a cockeyed grin said, "I think they're all too small."

Pam picked through the stack looking for the biggest ones they had just as someone over my shoulder said, "Johnny? Hey."

I turned to look, instinctively hiding my exposed erection behind a waist high display of apples. "Oh, hey Ms. June."

"How's it been since graduation?" Ms. June was my senior English teacher. She was in her mid 30's, and tall with broad hips, but otherwise fairly petite. Her strawberry blonde hair was back in a braid, trailing all the way down her back to the top of her ass. It may have been the light, or the simulation manipulating her appearance, but the outline of her bra and panties were faintly visible through her linen dress.

"It's been alright. Just working really." I stared into her delicate features hoping she didn't notice I was in the produce section at 9 am with a married woman and my hard cock out. She looked away, somewhere to my right for a moment.

"I see, still working here?" She put a few of the apples from the display between us into her basket.

"Yeah, just a couple days a week though."

Her eyes drifted back to the same spot past me that she had been looking before, flashed back to me with a clear glint in them. "Has your mom been around? I have something for her."

"She's still working in Drayden. She might be home this weekend, but I don't know for sure."

"Well, I'll just come by with it and you can hang onto it for her." She grinned, and I could have sworn there was mischief behind it.

"Sure, yeah." I was still pretty sure whatever was wrong with the simulation would be sorted soon and I would be back in the real world, but with how the simulation had been going, I had a feeling Ms. June would stop by regardless of what I said just then.

"Great, good to see you."

"Yeah, good to see you too."

I watched the soft outline of her panties through her dress as she walked away until another cold cucumber being held against my cock pulled me out of it. Pam grinned at me and said, "this one is perfect."

"That was close. I thought for sure she was going to catch that my dick was out."

Pam's grin went all teeth again and she gave a single low laugh. "I'm sure she did. She kept looking at the security mirror." My face flushed, and I looked back to where she had been looking past me. A domed shoplifting mirror, checking the angles and looking for myself, Pam was right. There was no way Ms. June didn't get a distorted eyeful.

"Shit."

Pam laughed again, and said, "If she didn't see, I'm sure she could smell it on us. Hopefully she has less of a conscience about fucking a teenager than I do," and gave a slow deliberate wink. "You need a ride home?"

Doing my pants back up, I shrugged sullenly and said, "No, I'm alright."

Back at home I got undressed for the shower right in the door. I checked in the window to see if Ms. Richards was home, but her house looked empty. I took a long hot shower, and still wrapped in a towel, found something to eat. There were two messages on the machine, one from my mother, saying she wouldn't be home this weekend, but would be the next one. I half expected the other to be from the lab, but it wasn't. For whatever reason it seemed a safe assumption they were probably limited to manipulating text to communicate.

"Johnny, hey. This is Virginia Reed." Ginny wasn't going to wait for me to call her, I guess. "I'm kinda in a rush to help Ronda with that thing we talked about. You know." She sighed deeply. "That thing she was struggling with when we were over?" My dick. She meant my dick. "I said I would help, and I really NEED to get it done. Can you come by the gym around 11?" I looked at the clock and it was just before 10. "I'll just be done with a class, and that's when I'm most ready for this stuff."

I guess I had plans at 11. Other than sleeping or walking to and from places, that was the almost the only downtime from someone trying to fuck me that the simulation had given me, and I was just waiting around for someone to fuck me. I poked around the house for a while and headed out after an hour to myself.

The gym was in a neighborhood that was mostly prefab buildings and warehouses. It took up half a block, had corrugated steel on the outside, and if not for signage, was indistinguishable from the auto body shop across the street. The interior was built out pretty nice though. Grey-blue indoor/outdoor carpet, and walls painted with a painfully 90's teal and violet pattern.

At the entrance a bored looking guy asked if I was Ginny's guest and waved me in before I answered. There were only two or three people working out, and I headed down a hallway to the aerobics classroom. There were windows into the classroom from about waist height to the ceiling, and three men in gym gear stood watching the class. Ginny was at the front in a high-cut, yellow, one-piece leotard leading a class of five much more conservatively dressed women. The men were all watching her, barely paying attention to the rest of the class. I edged in next to the small crowd, and she immediately noticed me, smiling and waving, one of the men clearly jealous.

It was no wonder that she had drawn a group of onlookers. In her early 40's and every inch of her body was perfectly trim and toned. I would have thought it was the simulation taking liberties again, but I distinctly remembered her being in absurdly good shape when I was a teen. Her red bob was pulled out of her face as much as it could with a sweatband, but parts of it still clung to the sweat on her face. The leotard fit her tight enough that her nipples were visible, as well as the crease between her labia, and a hint of a small patch of hair above it. She bent over to do a deep hamstring stretch, but stopped just as she started, turning so her ass was pointed directly at me and bent forward again.

Her leotard would have been skimpy for gym wear even in the time I was from. It was probably intended to be worn over spandex or stirrup pants, but Ginny appeared to only have one thing under it. The thong was less than an inch wide, and deep in her perfect ass, that inch of fabric had no chance to hide the thick flared base of a black silicone buttplug.

"Jesus Christ." I couldn't have told you if it was me or the onlooker standing next to me that said that. She finished up the class with some more stretches, sent her students off, and scooped up her towel and water bottle from the floor, once again showing off the base of the plug she had stuffed up her ass.

As soon as she was near me, she grabbed the front of my waistband with one hand and pulled me along in the direction she was headed. "Glad you could make it." One of the other men tried to say something to her, but she ignored him and just kept talking. "This is all I've been thinking about for two days." She dragged me down a hall toward the staff lockers, working my belt and fly open as soon as people weren't around. She pulled my cock out and led me by it past a window to another class in session. Looking at me with joy on her face she excitedly said, "Just so you know my husband doesn't care what I do, so long as nobody touches my pussy." She put a hand on the door to the staff locker, and paused, saying, "That's his, but the rest is all yours."

It struck me then that the simulation was going off script. Every other thing that had happened in it had been some kind of perverted overcorrection of events that I had been insecure about, or that I regretted, as a teen. My girlfriend's mom forcing us to break up, my neighbor being catastrophically lonely even though she was beautiful and charming, and even passing up clear advances from Pam just because I was so unsure of myself. The simulation had taken those things, and made them, "better." I had known Ginny when I was a teenager, and even though she was hot enough to remember her 25 years later I had never really interacted with her much. I honestly don't think I could have remembered anything about her other than I thought she was attractive. There was nothing there for the simulation to, "fix," but this was happening anyway. Something about the simulation's goal had clearly changed, or at least how it was implementing it, but I wasn't sure exactly how or why.

The staff locker room was smaller than I expected, a single row of steel lockers, one bench down middle of the room, and two showers and a toilet stall on the other side of a dividing wall. Before the door even swung shut, Ginny tried to swallow my cock whole. The other two women who had gone down on me in the past days had both seemed at least a little hesitant. Ms. Carter had clearly been intimidated by the size, and Pam just wanted to tease the hell out of it. Ginny didn't give a shit about either.

She coughed hard about halfway down but didn't let up on the pressure. I could feel her trying to swallow the rest, throat muscles twitching around the head. She looked up at me with pleading eyes, and slowly pushed down past whatever barrier she had hit. Slow tears rolled down her face as she forced her way down. Her nose made contact with my pubic bone, and her tongue snaked out to caress my balls. She stayed all the way down on it for most of a minute when her eyes started to flutter, and she pulled off, coughing out enough spit to soak the front of her leotard. Hoarsely, she asked, "How deep did Rhonda get it?" before impaling herself on it again.

Staring into her eyes while she got all the way down again I said, "not even close to that."

She gave it a few quick thrusts, then pulled off again, trailing drool allover herself again. "I knew it. She always brags about how good she is at sucking dick. I knew it was just talk."

"Oh don't get me wrong, she's good." Ginny swallowed me again, this time giving a hard retch when she got all the way, but still staying down on it. I groaned and said, "Just, couldn't get more than half."

While pulling down the shoulder straps of her leotard down she let my cock free again, and asked, "any women ever got it all the way?"

I laughed once and said, "Last one didn't even gag."

She grinned at me, asking, "Pam sucked your dick?"

"Shit, you knew it was Pam just from that?"

"Oh, I know all about Pam, sweety." She laughed. "I'm a big fan." She inhaled my dick again, pumping it up and down for a little while instead of just trying to swallow it. After backing off enough that the head was on the tip of her lips, she said, "Here I thought you would be easy to impress, and you tell me the local pornstar is sucking your dick." She thrust all the way down again, gagging just a little this time, then backed off, "if I'm competing with that, what do I need to do to get this dick again?"

"You're doing just fine, Ms. Reed."

Mockingly, she said, "Ms. Reed," and went back to sucking.

"Should I call you Ginny?"

"You should call me Cockwhore."

"Sure, Cockwhore."

"Thank you." She seemed to be saying that to my dick rather than me.

She swallowed it to the base again, pausing about halfway down to gag a little and force it into her throat. After backing off to the tip she tried again, and again, gagging and coughing as it passed her throat each time, but forcing herself all the way down every time even with the struggle. Her eye makeup began to streak under her tears, and she stopped to say, "I swear I'm going to get this."

After another few minutes of trying, she said, "I'm going to have to get some pointers from Pam."

I chuckled, and said, "I think Pam is just a natural."

"Good to know something about her is. Her tits are fucking great, but natural?" She grinned at me, and asked, "Did she let you fuck her ass?"

"She did not."

Ginny stood up, unsnapping the crotch of her leotard like a rubber band breaking. She put one hand on my chest, and reached behind herself with the other. Staring up into my eyes she gasped a hot breath into my chest, then bit down on her own forearm as she pulled the buttplug out of her ass. "Lets get this show on the road, then." Making eye contact again, she put the black plug into her mouth. Her lips slowly closed around the stem then she abruptly turned and straddled the bench in a squat. She spread her ass open, and mumbled, "come on," around her full mouth. Getting my dick in was barely any trouble, she was already lubed, and working out with plug in had relaxed it, but once I was in she clenched down on me, practically trying to crush my cock. Giggling around the plug in her mouth, she leaned all the way forward on the bench. The plug fell out of her mouth to the floor, and she said, "fucking pound your little Cockwhore, Johnny."

Mostly just for balance, I put one hand between her shoulder blades, and the other on her ass, pinning her down with my body weight. I started pretty slowly, not really believing she was as ready for it as she was. "Fuck me for real or don't bother." I didn't speed up but did thrust harder to the point that I thought the bench might break beneath us, her breathlessly squealing under each thrust.

A plaque above the sink caught my eye, it read, "John! We almost had it, but somet..."

"OH, SHIT," a male voice shouted from the area of the showers.

My attention snapped from the message from the lab to a muscular blonde guy standing there, stunned. He was wrapped in a towel from the waist down, and had apparently been in the shower area when we came in. Reflexively, I stopped, and half prepared to bolt for my clothes.

Ginny was also staring at him. "Shit Eric. I was too excited to check if anyone was in there." She looked back at me over her shoulder and said, "don't stop sweety."

I went back to thrusting into her ass at a slower rhythm and looked back to the sign above the sink. It had turned back to the normal warning about employees washing their hands. I couldn't help but think from the fragment of the message I got that the lab had come to the same realization I had outside the locker room. Something was different now.

Eric, still half in shock said, "I don't think you're supposed to be doing that."

Breathlessly, Ginny said, "come on, Eric. It's the 90's, everybody does anal now."

"I meant in the locker room."

"Oh," Ginny paused her conversation to grunt under a hard thrust, "Do you work tomorrow?"

Hesitantly, Eric said, "Yeah."

"If you promise not to tell," she gasped, "I'll suck your dick before work tomorrow."

"What?"

She basically yelled at him, "I'll suck your dick before work tomorrow if you don't tell our boss I let some dude fuck my ass in the locker room."

"Uh," Eric scratched his head. "Sure."

"Alright. Clear out so we can wrap this up." While Eric got dressed, she asked me, "Do you think that's hot? I'm willing to suck off some dude I can't stand just to keep fucking you?"

Eric interrupted while stepping into his sweatpants, "hey."

"It's," Ginny stopped to groan again, "it's true, Eric. You're kinda the worst."

"Whatever," Eric velcro'd his shoes in a huff, and added, "see you tomorrow, Ginny."

After he left, she said to me, "Thanks babe. You took that like a champ." I didn't want to tell her it was pretty hot watching her talk down to some giant jock while I fucked her, but it was. She started to pull heh leotard up over her head but stopped past her shoulders. After twisting it a few times to tighten it around her neck she held one end back to me and asked, "Now do me a favor, and choke me out with this so I can finish?"

"Of course, Cockwhore."

"Thanks," the rest of whatever she was going to say came out in a gravely wheeze when I pulled it tight.

Her ass involuntarily squeezed down on me, but I picked up as much speed as I could, and asked, "Like that?"

In a rough croak, she said, "harder."

I didn't ask if she meant the choke or the anal, and just took it as both. Her hips were pinned down on the bench, and I was pulling her head about a foot up from where she was laying prone before. Spit sprayed from between her teeth, and her hands tried to support herself, but quickly seemed to have gone to rubber. I let up long enough for her to suck down a breath, but was right back on it. I planted my elbow in the small of her back to get better leverage on the choke and pulled on the leotard straight back. Her hands slipped off the bench again, her ass stopped trying to crush my cock. One of her hands twitched, hanging off her arm like a fish off a line. I let off the pressure so she could breathe for a few seconds again.

Once she caught her breath, muscles in her ass twitched at me as if they were waking up, and she whimpered, "oh god." I went right back into the choke, and before even a moment passed an orgasm was clearly coming down on her like a hammer. I pulled until the leotard made tearing sounds under the strain. Spit leaked from between her clenched teeth down her chin. I let the pressure off again, and as soon as she had some breath back she started quietly repeating, "oh god." One last choke sent her over.

She bucked back into me, and her pussy gushed hot liquid all over both of us. Her ass squeezed tight, and every muscle in her toned body tightened. I let go of the leotard and braced both my hands on the bench on either side of her, her hips wedged between my forearms, and started fucking her ass at a slightly faster pace. Her throat made hoarse sounds almost as if she was about to cry. For a moment she just twitched and whimpered while I sodomized her. Eventually her breathing leveled out and came to a throaty chuckle. "I fucking pissed myself."

"Oh," I stopped fucking.

"Sorry, that's gross."

"It's okay."

"Just sometimes, when it's really intense, it happens." Looking back at me, she said, "it's a good thing," and held up a thumb. "Let's finish up in the showers?"

"Sure." I pulled out and gave her a playful slap on the ass. She squealed, then threw the leotard on the wet spot on the bench to soak up her accident.