Paula

Nick smiled and extended his hand to greet me. "Hey there, Lee."

"Nick..." I said as I shook Nick's hand and said hello.

Nick had a strong grip and he looked tough: a squat, barrel-chested guy with muscles but he was short--only about Paula's size...both of them just around five and a half.

The fact was, however, both Paula and Nick seemed to be very nice, very warm and very genuine people.

They both seemed completely happy to meet me.

I was the one feeling weird and I figured I ought to try and get over it.

We walked into the restaurant and were seated, managing polite, if forgettable, conversation.

I do remember Paula led the talk at the table as we ordered our food and drinks, making a point to tell the waiter that everything should be on one check and handing him a credit card.

I quibbled about that, of course, but Paula was the spirit of generosity and she insisted on paying for lunch.

As the three of us waited for our orders, I wondered what Paula and, particularly, Nick expected from me.

"You're not bi, are you, Lee?" Paula quietly asked me. Really, she already knew the answer to that.

"No, sorry," I said, looking at Nick, wondering if that would crash plans for the afternoon.

"It's okay," Nick said, good-naturedly.

"Are you?" I asked.

Nick shrugged. "Not really," he said, making me wonder where he drew his lines.

I looked back at Paula, expressing a little concern about what I should anticipate.

Paula caught my face and said, "Nick likes to watch, hon. Would that be okay?"

I was beginning to understand. "Sure."

Nick then asked me, perhaps a little too loudly given that we were at a table in a restaurant, "Would it be okay if I took some pictures of you two?"

I paused for a moment and turned to look at Nick. "That would be fine but do you think you could keep my face out of the pictures?" I asked, trying to keep my voice down.

Nick laughed. "She don't want pictures of your smile, boss."

I chuckled at that and nodded in agreement, turning back to Paula.

"I'd love to have copies of those," I said.

Paula smiled and winked at me. "Of course."

Lunch was served and we all enjoyed a good meal. Afterward, we walked out together and headed for our cars.

The initial plan had been that I would follow Nick and Paula to their motel but Paula surprised us when she said she wanted to ride with me. She said it was so I didn't get lost on the way to the motel.

Nick didn't object and Paula walked with me to my car.

I was grateful for this private time with Paula.

"I have to tell you," Paula said as we made our way to my car, "you are so handsome in person!" She wrapped her forearm around mine as we walked.

I thanked Paula and felt myself getting aroused as she held onto me. I told her how excited I was to finally be with her in person...how much I was looking forward to our afternoon together.

"Me too," she said as she stepped into my car.

I held the car door for Paula and closed it after she was settled in, then I made my way around to the driver's side and hopped in next to her.

As I started up my car, Paula reached over and dropped a hand onto my crotch, giving me a quick, little squeeze.

"Ooh, that feels good!" Paula said as she let out an excited little laugh.

I chucked too, feeling more and more turned on now with Paula so close to me.

As I followed Nick's lead out of the parking lot, I politely asked Paula why she never mentioned that she was married.

"I know," Paula fessed up, gently pulling her hand off my crotch, "and I'm sorry, Lee."

"It's okay," I said, maybe a little awkwardly.

"If I were doing something like this alone," Paula explained, "I wouldn't be safe...so Nick comes along...and he has his fun too."

I nodded, understanding the dangers involved in a situation like this, but that didn't exactly answer the question, either.

Paula continued.

"I didn't say anything when we were chatting because there was no point...and a lot of the time, he wasn't even there with me."

Paula looked genuinely concerned. "Are you upset?"

I thought about it for only a moment and told Paula, "Nah," and then I asked, "So you're swingers?"

Paula informed me that she and Nick had been married for 17 years although they were separated for almost two of those years.

Like my own marriage, their sex life had gone stale and was one of the things that led to their separation.

"I started chatting and posting old pictures online," Paula told me, "and guys were saying nice things to me. I was feeling sexy again."

They were old pictures, I thought...but Paula was still sexy and attractive even at her current age, whatever exactly that was, and I felt lucky to be with her.

"You are sexy, hon," I told her, truthfully, "it's hard to believe you weren't sure for a while."

Paula seemed to reflect on that and just said, "Well, I wasn't feeling it...and that was a very unhappy time."

Given how my wife treated me, I knew how Paula felt.

"When Nick and I decided to give our marriage another try," Paula went on, "one of the things we both agreed to was living a more dynamic sex life...and that really did a lot for our relationship."

"Does Nick get together with other women?" I asked.

"Sometimes," Paula said, sounding like that might be the exception, "but mostly he likes to watch me with other guys."

I congratulated Paula on saving her marriage and thanked her for including me in one of their sexual adventures.

"Oh sweetie," she said, leaning in and laying her hand on my inner thigh, "when Nick saw your pictures, I think even he wanted to see me with you as much as I wanted to be with you!"

I laughed at that and said, "I hope I won't disappoint either of you."

Paula looked over and smiled at me, saying, "You won't, hon."

I was following Nick onto the highway when Paula reached down and began massaging my crotch.

I smiled and spread my legs a little for her.

In another few seconds, Paula went from massaging my crotch to unbuckling my belt. Her eyes darted up at me and she smiled.

"Don't crash," she said lightly as she fumbled to open up my pants.

"I won't," I said as I took one hand off the steering wheel and fumbled to push my pants down to my knees.

"Let me help," Paula said, reaching over to pull my boxer briefs down my legs while my hips were still up and off the seat. My cock bobbed up, semi-erect, and I settled back myself back down into the seat.

Paula took her first look, in person, at my cock and immediately wrapped her hand around my shaft, fondling my penis while stretching a few fingers to rub over my balls.

"You do have the most beautiful cock, hon...you really do," Paula said as she leaned over and lowered her face to kiss my head.

"He's all yours today," I said, keeping an eye on the road.

Paula took my cock into her mouth and began sucking me as we drove down the highway.

As I drove, a car with two young, college-age girls slowly caught up to my car and began passing me when one of the girls looked over and must have seen Paula's head bobbing up and down around my crotch.

I remember seeing her laugh before she turned to, apparently, tell the driver who looked over and slowed down to match my speed.

Unknown to Paula, the girls watched us for a minute or two, smiling and looking a little aroused though they couldn't see much. They eventually sped off.

Despite that distraction, what became apparent to me was just how slowly and sensually Paula was sucking me.

Some women flick their tongue or roll their head as they suck a cock. Their goal seems to be to get the guy hard through what you might call oral acrobatics--which is fine--but Paula sucked a cock very differently.

Paula was sucking my cock because, it seemed, she just really enjoyed sucking cock.

It was like she was sucking my cock for her pleasure, not so much for mine though it was certainly getting me hard. She was in no hurry.

Paula was exploring my dick with her tongue...sensually compressing then releasing my shaft with her lips.

She would gently pull my cock out of her mouth to lick my shaft up one side and down the other. She tried to lick my balls but the steering wheel blocked her head.

Paula had me hard and yet I was so completely relaxed--nowhere near cumming.

My god, she was good at blowing a guy!

The other amazing thing was, Paula looked like an average, everyday, 50-something year old suburban housewife...sensible shoes, a short and practical haircut, off-the-rack clothes of subdued, relatively plain style.

I don't think any guy would expect to get the best blowjob of his life from this aging middle school teacher.

Nick was a couple of cars ahead of me by now but I saw him take the exit up ahead.

I hated to say it because I didn't want Paula's blowjob to stop but I informed her, "We're coming up on the exit."

Paula raised her head up from my cock and looked out at the road. "You'll make a right...there's Nick. Just follow him. Our motel is just down that road."

Paula went back down to give my cock one last kiss on the head before she said, "Pick up your hips."

Taking the exit, I raised my hips while safely navigating the car and Paula reached over to pull up my boxer briefs. She used her full hand to gently tuck my erect cock to the side as she fit it into my shorts, asking me, "Does that hurt?"

"It's good," I told her.

She then pulled up my pants and struggled to zip my fly. Paula even tried to rebuckle my belt but, with me still trying to drive, it was just too awkward.

I followed Nick toward the motel, my pants back up and generally in place but my fly and waist still open.

We caught a red light and Paula smiled at me, saying, "We're going to have a wonderful time!"

I smiled back at Paula and told her, "You give the most amazing blowjob."

Paula smiled gently but then, almost as if she were shy to accept the compliment, she turned her head away to look out the window.

When the light turned green, I accelerated and almost immediately pulled into the motel parking lot. I spotted Nick's car, already parked directly in front of a room. I found a nearby space and shut off my engine.

Paula waited for me and watched as I zipped up my fly and buckled my belt.

After that, I reached into the back seat and grabbed the small paper bag containing the box of condoms I had picked up.

"What's that?" Paula asked.

"Condoms," I replied.

Paula seemed to pause for a moment before she told me, "I went through menopause long ago, hon...you don't need them unless you'd rather use them."

I figured if I went bareback, I was taking a chance, not so much with impregnating Paula but, if she was picking up guys on any regular basis, maybe catching some cooties.

On the other hand, Paula seemed to take care of herself and, let's face it, there's nothing better than going bareback.

"Fuck it, then," I said casually, tossing the bag into the backseat, hoping I would remember to remove it before I got home.

"Good," Paula said, a warm smile coming across her face.

With that, we got out of my car and walked to the room.

As we entered, I noticed that Nick already had a chair pulled up to one side of the bed and he was starting to undress.

Paula dropped her purse on the TV dresser and asked if I needed anything...subtly referring to the bathroom.

"No, I'm okay," I responded politely.

Paula stood in front of me for a moment, unbuttoning her blue blouse and revealing a lacy black bra.

We looked into each other's eyes and exchanged a horny smile.

She then looked over at Nick and asked, "Did you bring in the bag?"

Nick stopped undressing and reached down to pick up a tote bag, which he handed to Paula.

Taking the bag, Paula said to me, "I'll be right back," and she walked to the bathroom, closing the door behind her.

I turned around just as Nick dropped his shorts down his legs and stepped out of them.

Now I hate to write this because every dumb porn video has a scene where we find out that the cucked husband has a small dick...but, honestly, I couldn't help noticing that Nick had a small dick...or, at least, smaller than mine. To be fair, however, he was still soft so maybe he was a grower.

I didn't have the most impressive dick when it was soft either but I grew.

So I started undressing, too.

By now, Nick was naked.

I saw him reach for a gym bag that sat on the floor on the far side of the bed. I hadn't even noticed the bag till now. From out of the bag, Nick pulled out a small camera and began fussing with it.

I turned away from Nick and stripped off my clothes at a casual pace, laying them on a long dresser that had the TV, and Paula's purse, on it. Just as I stepped out of my boxer briefs, I heard Nick snap a picture.

I glanced back and saw Nick sitting in the chair next to the bed, his camera pointed right at my ass.

Here we go, I thought.

I tossed my boxer briefs onto my pile of clothes and Nick said, "Turn around."

I said nothing as I turned to face Nick's camera. I saw him aim his camera right at my cock. He zoomed in and snapped a few pictures.

I reached down, laid my thumb into my pubes and at the base of my dick while slipping my index finger beneath the shaft. I held my balls with the remaining few fingers and flapped my dick for Nick's camera.

He snapped away.

I wasn't erect but my penis was still swollen from Paula's blowjob and just this slight touch, even if it was my own hand, was enough to start getting me hard.

Nick brought the camera down from his face and looked right at my cock. "Fuck, how big do you get?" he asked as I stood there, getting hard slowly.

"I grow to be a seven incher," I told him, rounding up slightly.

Nick kept looking at my cock, which was bobbing gently. He seemed a bit mesmerized by it and added, "You got a big head."

I smiled. "Yeah, I've heard that a lot," I said.

Nick kept staring at my cock for another few seconds before he said, "She's gonna fuckin' love that."

Just then, the bathroom door opened and Paula stepped out. She was wearing a short, see-through white negligee. Even from across the room, I could make out her beautiful breasts and triangular bush beneath the sheer fabric.

"Whew," I said tenderly, taking a few steps toward Paula.

Paula playfully twirled in place, giving me a three second fashion show and my first in-person look at her magnificent ass.

Turning back to face me, then taking a few steps toward me, Paula grinned and giggled as she reached out to cup my face in her hands. She pressed her body against mine--my semi-erect dick poking into her belly...I had to reach down to flip it upward and lay it flat against her. Paula opened her mouth and kissed me.

Nick snapped a couple of pictures of us kissing.

I returned Paula's deep kiss, grinding the underside of my cock up and down her abdomen, wrapping my arms around her waist.

She dropped her hands from my face down onto my ass cheeks, pulling me hard against her and giving my ass cheeks a few squeezes.

My kisses drifted from Paula's lips to just under her ears, down her neck and over her one shoulder.

She was wearing a very light perfume. The scent was pleasant without being too much but it was Paula's thoughtful consideration to take this extra step that turned me on more.

I heard Paula sigh as she tilted her head to the side while I kissed her neck and shoulder and then, with one hand, I held her waist and I brought my other hand up to cup and fondle one of her breasts through the negligee.

Nick continued to shoot but I noticed that I wasn't seeing the flash now. I figured he must be shooting video.

I pulled down the top of Paula's negligee and started sucking at one of her breasts.

She removed her hands from my ass and reached down to grab hold of my dick. She began stroking me immediately.

I got hard fast.

Paula let me suck her tit for a couple of minutes but as soon as I pulled off of it, she took steps toward the bed and gently pulled me along with her, holding me by my dick.

She sat down on the edge of the bed, still holding my cock. It was in front of her face now.

Nick scrambled to get a shot while he said, "Let's see you suck him, baby."

Paula glanced in Nick's direction, smiled demurely at him, and then looked up at me.

Were we both thinking about the blowjob she gave me in the car?

Maybe, because she didn't take my cock into her mouth right away. Instead, she lifted my dick up and leaned in to tenderly kiss and lick my balls...something she tried to do in the car but was blocked by the steering wheel.

I groaned in pleasure, distracted only slightly by the proximity of Nick and his camera.

Again, Nick said quietly, "Suck him, honey," as he stood close, recording us.

I got a momentary sense that Paula may have felt a little annoyed at Nick and his camera but she pulled her face away from my balls, looked up at me pleasantly and said, "Why don't you lay down here," indicating on the mattress next to her.

I crawled into the bed and laid on my back, throwing my arms up on either side of my head and spreading my legs while Paula made herself comfortable between my thighs.

She paused for a minute to look me over.

Smiling and looking like she was thinking something, Paula said with some hint of amusement, "You look like you do in your pictures."

I chuckled at that. I wasn't trying to pose for Paula but I guess I did get into that same position.

Nick walked around to the other side of the bed and sat down in his chair, apparently recording Paula wrapping her fingers around my shaft and lowering her head to slide my cockhead into her mouth...and, again, it was another slow and sensual blowjob--absolutely erotic and incredible.

"Oh god, you're good at this," I sighed as Paula's lips worked their way ever so slowly down my shaft, her lips wrapping tight around my dick, her tongue licking just as slowly under and around my cock as she had done before.

I wondered, briefly, if her extraordinary blowjob skills had anything to do with her age.

The first girl who ever sucked my cock was older than me by two years and, delightful as that was, she didn't suck me like Paula did.

Paula was not only the oldest woman I had ever been with but she was one of the few older women in my sexual history in the first place.

I had nothing against older women--I was in my early 40s these days so older women were probably in my future--but most of the women I had any kind of sexual contact with had typically been younger than me...about five years younger on average though, Ashley, my photographer friend, was a whopping 15 years younger than me.

I enjoyed blowjobs from all these women but Paula's way of sucking me was truly special.

My thoughts were interrupted when the flash on Nick's camera began going off again. He was back to taking pictures.

Paula had me rock hard but she was so good at slow-sucking me that, even after ten minutes or so, I didn't feel ready to cum...just hard.

Paula, however, was ready to move on.

She pulled my dick out of her mouth and released her grip on me.

I looked up to see Paula sit up in bed, strip off her negligee and toss it away.

I enjoyed my first look at Paula, in the nude and in person.

She had a great body, particularly for a woman her age.

Her skin was smooth...her tits hadn't really sagged much at all...she was fit and, as she began crawling up on top of me, straddling her legs over my cock, I would soon find out that she was still pretty agile.

Paula reached down to guide my dick to her pussy lips and told me, "It's time, Lee...I've been waiting to do this."

We both smiled at each other and Paula rubbed my cockhead up and down her moist pussy lips, just a couple of times, before she slipped me inside her and took my whole cock up into her vagina in one slow, easy slide.