October - December

My erection was now obvious through my shorts, to both of them, and Helen wasn't going to let it go unnoticed. "My goodness Bob, it looks like you do indeed find us 'inspiring' " said Helen.

"Helen, I wouldn't lie about that. And besides, you can probably see for yourself."

As if she couldn't help herself she looked at my crotch again.

Millie picked it up. "Well, yes, we can" she said, and with that she put her hand on my bare leg, on my thigh, and traced a line with her fingers from my knee up towards the edge of my shorts. "Since you find us so inspiring, why don't you show us how you 'take care of it' when you're downstairs in your apartment." She continued to stroke my leg as she said this, sending shivers down my back.

"Right here?"

She was looking into my eyes and still brushing my thigh, now on the inside, and it was getting harder to think. And I was getting harder.

"Yes Bob. Right here." I could hear Helen breathing as she sat on the overstuffed chair next to us, and a siren far off in the streets down below, rising and falling.

"Well, if you provide a little more inspiration Millie...I just might."

"Bob, I believe I just stood before you...turning around...you could see my ass...what more do you want?"

"Take your t-shirt off."

She stood up, without saying a word. Looking right at me she crossed her arms and pulled her shirt up and off in one motion, her shirt catching her breasts as she pulled it over her chest. She reached behind her back, unclasped her bra, slid the straps down off her shoulders, and tossed it on the tile floor before sitting back down, barely 12 inches away from me. "How's that?" She smiled.

I looked down at her breasts -- full, sagging, soft, gorgeous -- and then looked over at Helen. My cock was now poking straight out, and she seemed to be looking back and forth, from her friends breasts to my shorts. "Helen" I said, "you too."

Millie had put her hand back on my thigh, and it was very hard to think.

Helen seemed to hesitate - until Millie directed her. "Oh Helen, for Pete's sake, what are you worried about? When was the last time a man looked at you like this? We're old enough to do whatever we want! Take it off!"

That seemed to be the permission she needed. She looked at Millie as she pulled up her top -- every now and then I saw her glance down at her friend's breasts, curious, I suppose. Her breasts caught momentarily on her shirt, and then fell back down, quivering as she set them free, her incredible nipples - half an inch long -- were thick and erect and pointing at us on the couch.

Millie looked back at me. ''Feeling inspired now Bob?"

Hell yes. "See for yourself." And with that I reached down and pulled the leg of my shorts up -- just a couple of inches, so she could see my hard cock against my thigh, the fat head shiny and swollen.

They both stared intently. I reached down and petted my cock lightly, and as I did Millie put her hand back on my leg. The feeling was electric.

There was only the sound of our breathing and my hand stroking my cock, up and down, up and down, as I had done so many times before -- but slowly, as I wanted this to last.

Millie's voice seemed to change as she spoke. "Your shorts are in the way Bob. Take them off for us. That's only fair."

She was right - it wasn't fair. I stood up, and as they both watched intently slid my shorts down, freeing my cock to jut out and bob up and down gently. I sat back down, wrapped my fingers around my cock, and stroked slowly.

"You both have lovely breasts. Helen, did you see me looking at you when you poured my drink?"

She blushed. "Yes, I did see you looking. You really like them? I'm so old!"

"I do. I love your nipples, too. Pinch them for me, won't you?"

She reached up with both her hands, cupped and squeezed her breasts, and then pinched her nipples. I thought I heard her sigh, nearly silently.

"Helen, why don't you come sit on the couch with me and Millie -- you'll see better" I said. She didn't waste a second, came over to the couch and sat down next to me, opposite Millie, her breasts shaking slightly as she sat.

"That's better." I could feel her leg against mine on one side, and Millie on the other. Each of them were looking at my cock, and at each other's bare breasts. I heard Millie make a small whimpering sound.

"Go ahead Millie" I told her, "touch yourself if you want to." She didn't need any more encouragement. Her hand dropped under the elastic waistband of her pants, down between her legs, and I could see her fingers moving as her breathing got heavier. I could hear how wet she was. My cock was throbbing.

"Helen, you too" I said. "Don't let Millie play by herself." She stood up, and for a moment I wondered what she was doing -- until, she pushed down her yoga pants. She looked right at me as she pushed her pants down and then kicked them off -- no panties - and sat back down on the couch, naked, her warmth radiating like a space heater.

Millie had one hand in her pants, between her legs, rubbing her soaking pussy, and then put her right hand on my thigh again, as she had earlier. She looked at me again.

I invited her: "You want to feel it -- I'm really hard for you -- for both of you." Millie had been waiting for the encouragement -- she reached over and wrapped her hand around my shaft, holding my cock like it was a microphone.

"I can feel you -- you're throbbing. You're so warm" she said. And hard as a diamond in winter. I could hear Helen's fingers as she worked over her pussy -- and then a moan slipped from Millie's lips, and she squirmed next to me, one of her hands on my cock, the other buried in her pants.

I wrapped my hand around Millie's and guided her -- squeezing her hand more tightly around my cock, and moving her hand faster. I could smell their pussies, and they were both making gentle sounds of pleasure. I looked at Millie as she stroked me. "Can I suck your breast?" "Oh yes" was all she said -- she closed her eyes and arched her back to give me access. I bent over slightly, lifted her breast in my hand, and started to suck on her nipple, hard as a pebble.

That seemed to drive Helen crazy as she watched. Her hand was now flying back and forth between her legs, and her face and chest were flushed.

"Helen, are you as wet as you sound? Are you? Warm and wet and tight?" She nodded, and drove two fingers into her vagina, fucking herself with her fingers that I watched disappear and reappear, shiny.

"I bet you would feel so good. Do you want to sit on me?" She nodded again and stood up, positioning herself in front of me, her ass to Millie and I. I reached up to put my hands on her hips and guided her back, slowly. Her pussy was shiny with her juicy wetness.

Millie was still stroking my cock. "Millie, rub my cock up and down her pussy." I pulled Helen back further, and Millie began to rub my fat cock head up and down her friends swollen, dripping lips, making Helen moan out loud.

"Ready Helen?" She didn't answer -- she pushed back, squirming in my grip, trying to find my cock. I guided her backwards, slowly and gently, until I felt her pussy lips, and with Millie holding onto my cock as long as she could, I seated Helen on top of me, feeling the sweet grip of her clenching pussy as she sank down and moaned. "That's it" she said, "Yes, yes yes..." as I filled her empty, aching pussy with my cock.

Helen didn't need any more encouragement. She started fucking me, moving up and down like she was teaching an exercise class. Millie reached up to pinch Helen's nipple, and Helen cried out.

I wasn't going to last long. Helen was riding me like she was possessed -- but I wanted to make sure she got hers. "Millie, rub Helen's pussy." Millie's hand dropped down, and she found Helen's clit. It took just a couple of caresses and Helen erupted, her pussy clamping down on my cock like she was trying to choke it, goosebumps erupting on her neck, as she gasped -- and now it was my turn.

"Millie, reach down and rub my balls." I was going to cum soon. She snaked an arm under my leg at the edge of the couch and found them, hanging and full, and then offered me her breast as she urged me on. "Fuck her Bob, let me see you cum in her pussy..."

And with that she squeezed my balls just so; Millie's nipple was in my mouth, Helen was dripping down my cock and her wetness had me soaked. I boiled over with a loud groan, every muscle tightening, and with another groan I emptied my balls in Helen while Millie watched, cumming over and again, holding Helen tightly around the waist to drive her down onto my spurting cock, until I was finally spent, my semen dripping out of her sopping pussy onto my thighs.

Millie then reached down and rubbed her own pussy -- it just took a couple of rubs, and she came in a shuddering climax, talking like a sailor, "Oh fuck that is so hot" she said through gritted teeth, the her fingers making squishing sounds on her pussy.

We sat there on the couch for a few minutes, stunned, sated, catching our breath. I finally broke the silence.

"You guys certainly WERE inspiring." They started to giggle, and then laugh. The ice long broken, we sat there in various stages of undress and talked about it, comfortable with who we were.

It didn't take long for me to think about doing this again -- like, whenever we could. "Listen Helen, I could leave you my number. If you get any more mice -- well, you know..."

And I could tell she had regained a bit of her composure -- even as she sat naked on her couch, well fucked and dripping, her hair a tangled mess -- "Forget the mice. Just come up for brunch next week, OK?"

We carried on like that for another two years -- not every weekend, of course, but often enough to keep everyone happy. Sadly, Millie had a stroke one summer -- apparently in her sleep -- and had to move to an assisted living facility. Helen hated being alone and moved in with her daughter uptown. I went up to visit her once -- her daughter was on a business trip -- but it wasn't the same, and we both knew it. We gradually lost touch apart from exchanging birthday cards, counting the years as we both grew older.

It is said that age is a number -- that's it all in your head. Of course, that's not true. We change as we age. Some things fade, others get rusty, a few things get better - but one thing for me will be constant: those two ladies, and their memory, will inspire me for the rest of my life, even if I'm "taking care of things" all alone in my apartment, downstairs from where Helen used to live.

Let me know if you get to New York -- I'll show you the little plaza where I let the mouse go, point out the window of the apartment where Helen used to live with Millie, and we can share a screwdriver over breakfast and talk about what has inspired us.