Saving Kat's Life Pt. 05

"Thanks for the downer song. Now I need an uplifting song!" Kat demanded.

"Well, we have time for one more song before we get to the cemetery. How about choosing Safety Suit on my list of artists? Play 'Looking Up'. Whenever I cover a sad story, I'll usually play that on the way home. It helps me feel better and makes my outlook on life a little bit brighter," I told Kat.

Kat played the song and I immediately felt the warmth and optimism in the words flow through me. I couldn't stop myself from singing along with it. To me, the song is just so infectiously wonderful. I also sang along, although a bit louder this time. Kat opened her eyes and looked at me as I sang. She got a huge smile on her face and laughed as I slapped the steering wheel in rhythm to the song.

The song ended and she turned down the volume. "That's a very nice song. You're were right. It did make me feel better."

"With age comes wisdom," I opined.

"Very true. And gray hairs." Kat said laughing as she tugged at the few silver bits in my goatee.

"HEY!!! I'll have you know; you gave me those gray hairs!" I teased. "And the gray on my chest too!"

"And the ones down below," Kat added quickly and grabbed my crotch.

"Nope, those come from not using it regularly," I joked.

"Well, I'll just have to fix that for you," Kat teased. Her eyes told me she wasn't kidding around though.

"Big talker. Prove it later," I challenged.

"You're on!" she accepted.

We pulled into the cemetery and I drove over to an old mausoleum and parked. I popped the trunk and got out to get our bags. I handed Kat's bag to her and I got my camera and tripod out. I told Kat to comb her hair and touch up her makeup while I found the best angle with the sunlight and background.

I walked around the tomb and found a decent spot for a backdrop. I attached my camera to the tripod and checked the lighting. I'm more a video guy but, I've been known to take a few stills in my time. Some have won some small awards but, I'm more tuned into video.

I looked around and saw Kat heading my direction. She was beautiful, her hair flowing in the slight breeze and the sun highlighting the purple streaks she had put in. Kat walked up and asked what she should do.

"I want you to stand right about where that headstone is. Then, look off in the distance for a bit. I'll take some photos and then I'll let you know how to pose next. But honestly, just be natural. Don't be stiff. Don't let the camera intimidate you. Ignore me and the camera and just pretend we're not here."

"I think I can do that but please tell me if I look stupid," Kat asked of me.

"That's impossible but, I'll always let you know you look beautiful, like you do now." Kat reddened at my words.

I set Kat where I wanted her to be and started taking photos. I directed her as we went. A turn here, a head lift there. Hands on her hips, look at the camera, sit on the tombstone, look down, be serious, be pensive. All directions she followed, and I was getting some great shots of her and her newly created outfit. I then had her walk along a row of tombstones and up to and around the corner of the mausoleum. I told her to act like she was a lost soul wandering through her resting place.

After about ten minutes of that, I suggested a costume change and a change of location to another part of the cemetery. Kat and I walked back to the car and asked if she could see what she looked like. "Nope! You can see it later when I load it all onto my laptop. I don't want to lose this natural flow you have. You'll start thinking about what looks good and not be in a natural mindset. Let's just keep winging it."

Kat seemed a little disappointed but accepted my refusal. She opened her bag and got a pair of jeans and a black t-shirt with 'The Cure' on it. It was simple but set off simple goth vibe. The outfit suited Kat. "Where should I change?" Kat asked as she looked around.

"You can change in the backseat or maybe behind the mausoleum. Be careful though baby. You're hot enough to raise the dead. I don't want a zombie outbreak happening while we're here," I joked.

It was corny enough that she rolled her eyes but patted me on the cheek as she walked over to change behind the large structure. I set about putting my camera in the back seat. Kat came back quickly and put her worn clothes in the bag. She hopped in the car and we drove to another part of the old graveyard. This time I just had her walk along the graves and the larger monuments. I'd pose her here and there and basically the same things I had her do from the last place we were at. I also took the camera off the tripod and went handheld as I told her to give the finger to the camera. "Give me some bad ass attitude." I prodded her as I shot her paparazzi style.

After a bit of that I suggested another setting and change of clothes. Kat changed into those black wet look leggings that hugged her ass and legs so incredibly well. She also had changed into a black and red lace bustier. She had changed from sneakers to these platform boots with a 4-inch heel on them. I was stunned and so in awe of her body in this outfit, I exhaled sharply.

"I'm just flabbergasted! You look...... well, I can't even come up with words to define how sexy you look right now."

Kat smiled and her eyes showed me that she was enjoying the effect she was having on me. "I wear this sometimes for my cam shows. The guys like the way it pushes my small boobies up."

"Kat, your breasts aren't small. They're beautiful and appropriate for your body. Plus, they're very tasty," I quipped quickly. Kat shook her head at my teasing comment but smiled at me anyways.

"I was thinking, there is this old foundry a few miles away. Your outfit with the boots and all seems a little edgier than the lace and the t-shirt. That setting seems more appropriate. How does that sound?" I suggested.

"Sounds great but do you think this can be our last stop? I'd like to get back and work on some more clothes."

"Of course. I have a lot of good pictures and video. One more set will be a good first day's work," I told her.

We drove for about ten minutes and came up to the old foundry. It was abandoned but the building was still standing. It was industrial and kind of foreboding. I thought it fit the bill for her outfit. I drove through what used to be the front gate and then the remnants of chain link fencing that used to be up, to keep people out.

I drove around to the side of one of the large buildings and stopped near the loading dock. there were stairs and some steam pipes that would be fantastic to pose Kat in front of. We got out and I told Kat I wanted a confident almost sexually dominant feel to her posing. Kat looked at me for a second and then headed back to the car. She rummaged around her bag in the back seat and came out with some elbow length black gloves.

"I brought these on a whim. I thought they'd go with the long black dress I brought but these fit the outfit too, don't you think?"

"Most definitely! All you need is a riding crop," I told her. "You're just full of surprises today, aren't you?"

I watched Kat pull the gloves up her arms and adjust her fingers. Seeing her in this outfit made me get stiff in my shorts. Kat noticed and her eyes twinkled a little. "I see you approve of how I look. I'm glad I have that effect on you," Kat told me.

Kat grabbed her purse, handed it to me and we headed off to the stairs near the dock. I got my tripod and camera set up and Kat waited until I was set up and started to pose. She was really a quick learner on how she should move with the camera and change her looks. I found myself not even directing her anymore. I also noticed that I was getting more and more turned on by her posing in this outfit. The sun highlighted her leggings and the curve of her ass cheeks as well. The breeze would pick up a bit and splay her hair over and away from her shoulders. She was sex and elegance all in one little package and I couldn't get enough of her.

She called out to me to bring her purse over to her. "I need my sunglasses. The sun is getting a bit too much and it is making my eyes water a bit," she told me. I handed her purse to her. She opened it up and pulled out her sunglasses. As she did, a lighter popped out and fell on the ground. I picked it up and handed it to her.

"I forgot, I had cigarettes in here. I haven't had one in a few days. Do you mind if I smoke one?" she asked.

"No, not at all. You know how I feel about watching you smoke. It'll add to the feel of the scene here. Go over by the steam fittings and I'll take some pictures," I directed.

Kat walked over with the pack and her lighter as I started to snap pictures. She put the cigarette to her lips and lit it. She exhaled and looked at me through her sunglasses. She posed and smoked the cigarette. I told her to walk along the loading dock and I'd shoot video of her. I had to adjust my erection in my shorts as we moved over back to the loading dock. It was an incredible turn on to me to see her smoke while dressed so unbelievably sexy. The black gloves and lipstick against the white cigarette were an extraordinary contrast. Add in the red bustier she was wearing, the sunglasses and her long flowing hair, I was in heaven and personally, it couldn't get much better for me to see her like this.

She finished the cigarette and stepped on the butt with her boot. She then came down the stairs and came over to me. "How about a couple of pictures of me posing with your car. I absolutely love how this car looks. Would you mind?" She looked up at me hopefully.

"Oh, not at all. I think that would look great! You want to get behind the wheel? On the hood?" I asked.

"How about both?"

"Sure. Get behind the wheel first," I told her.

Kat got in my seat and posed, one leg in the car, one leg out, holding onto the steering wheel, dipping her sunglasses down on her nose and looking at the camera, reclining in the seat, her hands on her thighs her legs spread. I felt my mouth going dry as I snapped some pictures.

"How about the hood now?" Kat suggested. I nodded my approval and she got out and wiggled her ass at me as she walked to the front of the Benz. Kat put her gloved hands on the hood and bent over at the hips, stretching the leggings against her ass. There was no underwear outline to be seen. She lifted her head and looked back at me over her shoulder and did another little wiggle of her ass. I started snapping photos.

Her 5'2" frame was lithe as it stretched out over the hood of my car, accenting her curves. Her boot encased calves were taut. Kat's thighs were thin and muscular, and I could see a cleft in the fabric of her leggings, which outlined the lips of her vagina. I was no longer her photographer. I became a fly trapped in her spider's web. She knew she had me right where she wanted me.

She opened her mouth and ran her tongue over her lips as she looked back at me. I zoomed in and focused on her face. Her face a study in sensuality. She pursed her lips and blew an air kiss to the camera. I was stunned at how much had changed in her in about an hour and a half. She went from this innocent who had no idea of how to pose, to a sex goddess that was pretty much seducing the camera.

We then went back to the trunk of the Benz and she posed some more. I had taken close to 100 photographs of her, plus video so the memory card was close to full. I let Kat know this and she said she only wanted a few more pictures and then we could head home.

Kat got her purse out and rummaged through it until she found her black lip gloss. "Allan, take some pictures of me putting on my gloss, please?" The sweet way she asked me, there was no way I could refuse her.

She took the wand and moved it slowly and meticulously over her lips as she looked at herself in a handheld mirror. I clicked away with the camera and I was getting turned on. She was so sexy, and she knew what she was doing to me.

Kat put her lip gloss back in her purse and smiled at me. "Did you like watching that baby?"

"Oh, yeah, liked that a lot," I admitted.

"I can see that you did," Kat giggled.

"You do have an effect on me, for sure." I told her.

She told me to follow her and we walked over to the driver's seat. Kat sat down and smiled.

"Well baby, if you liked what I just did, you're going to love this." Kat reached forward and unbuckled my belt and undid the button on my shorts. She then pulled down my zipper and proceeded to pull my shorts and my underwear down in the same motion. My hardon bobbed at half-mast in the summer air.

I stood naked from the waist down in an abandoned industrial site, my naked butt mooning the world, if anyone were around to see it. My cock was facing toward the interior of my car and aimed at Kat's face.

Kat looked up at me and stuck her tongue out and licked the slit of the head of my cock as a precursor to what she had planned. Kat gave me another lick and then reached into her purse and pulled out her lighter and her pack of cigarettes.

"My last one, so I figured I'd give you a treat, baby." Kat put the white cigarette between her black painted lips and lit it. Kat dangled the cigarette as she put the lighter into her purse. She then removed the cigarette from her glossed-up lips and grabbed my now rock-hard dick.

Kat leaned forward and blew a stream of smoke onto the head of my cock and licked the underside of my cock head.

"Ohhhh, Jesus," I moaned.

"You like?" Kat asked rhetorically and she took another inhale off her cigarette and inserted my cock in her mouth with the warm smoke still held in there. I felt the wetness of her mouth envelop the head of my cock as she started to stroke me with the hand, she held the cigarette with.

She opened her mouth, removed my cock head and blew the smoke off to the side. "Mmmm, I should do this more often for you. You taste so good." Kat immediately impaled her mouth on my cock, taking more of my shaft into her mouth. Her free hand fondled my balls, her nails scraping the skin on my sack.

I moaned more as she jacked my dick and swept her tongue along my shaft. Kat looked up at me and pulled back her head. Her eyes were full of desire to please me. Boy, was she ever doing that!

Kat took another drag and lifted my cock, so it pointed up at my stomach. She proceeded to slowly blow her smoke up the length of my cock and then brought it back to her open mouth. She jacked faster and put her lips over my manhood again. She went farther down and left a ring of lipstick down near the base of my shaft. Kat backed her mouth slowly off my cock with her cheeks hollowed and an incredible display of suction.

"I think we should add black to the colors of the rainbow, don't you babe?" she asked, and took another long drag on her cigarette. My little goth girlfriend smiled and blew the remainder of the smoke on my wet cock. Opening her mouth, she stuck her tongue out and slapped my meat on it. She then kissed the tip one more time. She smiled and told me that she knew I was close because I was getting harder. In truth, I was getting very close and was going to warn her to be ready.

Kat took one last drag of her cigarette and tossed it onto the gravel parking lot. She exhaled the smoke all over my dick again and put my cock head right on her tongue. She started to pump my cock fast and hard, trying to force me to come on her terms. I grabbed the door jamb of the car and let her work her magic. Her eyes bored into mine as she looked up at me, her mouth still agape, waiting.

I felt the tingle in my balls, and I warned Kat that I was going to shoot. Kat doubled down and pumped my rod faster and moved her tongue side to side under the head on my penis. I groaned through gritted teeth as her ministrations on me brought me to arrival.

I spasmed and shot a rope of my jism onto Kat's outstretched tongue and then a second. Kat kept pumping and I lurched my hips forward and tightened my butt cheeks. I fired off three more jets of my seed into her mouth and Kat took it all with her mouth open, collecting my cum.

I had smaller spasms as Kat kept milking me into her mouth as small amounts dribbled from my opening to drip into the pool that she had collected.

Kat had slowed her jerking, but she was determined to get every bit of my cream as the pressure increased but slowed down. It was like Kat was trying to get the last remnants out of an empty tube of toothpaste. I started to get a little sensitive.

"Ohhh, Kat, please stop baby...it's starting to hurt," I groaned and tried to pull my hips back as I stood on the tips of my toes.

Kat still looked up at me but let go of my dick. She closed her mouth, swallowed my load and made a noise of approval. Young Frankenstein called it a yummy noise and I smiled at her showing me her empty mouth. She licked her lips and said, "Sorry. I guess I got carried away."

I bent over and pulled my underwear and shorts up and got compliant with the local decency laws. I held my hand out to Kat and pulled her up to me.

"There is nothing to apologize for. I was in heaven. Thank you for doing that for me. You brought back a few wonderful memories and created new ones." I bent over and kissed her, tasting those lips that were just around my cock. Then I realized something.

"Oh my, I'm an idiot!" I exclaimed.

"What's wrong?"

"I didn't take any pictures of us!" I told her.

"I'm not sure I want pictures of a dick in my mouth floating around," Kat said a little defensively.

"Oh, they wouldn't be floating. I'd beat off to them when you aren't around." I kidded her.

"Pervert." Kat laughed.

"Shall we head back home so I can ravish you?" I asked.

"Head home, yes. Ravish, no."

"No? Not in the mood?" I queried.

"I'd love to, but I started having small cramps while we were shooting at the mausoleum. My period is coming soon," Kat explained to me.

"Why didn't you say anything to me about it? We could have left immediately." I was a little upset by her admission.

"Because I was having fun and you were too. Plus, I wanted to see how I looked. Also, you'd have never received that blow job. It's okay Allan. I'm just going to be a bitch for a few days, and you're just going to have to put up with me. Plus wait on me, rub my back and rub my feet..." Kat trailed off.

"Bring you chocolate and lock myself in a safe room..." I countered.

We both laughed at our jokes. I found Kat incredibly witty and I loved her sense of humor. Kat stood up from the driver's side and put her gloved hand on my cheek and told me that she loved me. I told her I loved her too.

We walked over to the passenger door, which I opened for her and let her in. Kat sat and I closed the door. I put the camera gear away and got into the car. Kat started to take her gloves off, and I asked her to keep them on. I told her I liked how extra sexy she looked with them on. Kat smiled at me and pulled them back up her arms.

We headed home and after I pulled into the garage, I leaned over and kissed Kat. "Thank you for a most wonderful day out today," I told her.

"Oh baby, I enjoyed it too. I had fun and felt glamorous and sexy because of you. You treated me like a supermodel, and I could get used to that."

She held my head in her hands and kissed me softly. We broke the kiss and she stared into my eyes. "You have no idea how much you mean to me Allan. I feel like I've been in a tornado and you've been my shelter."

"I'll be here for you no matter what the storm is, Kat."

She kissed me again and said she needed to head upstairs. She got out and headed to the first floor and I got my handgun and our bags, then brought them upstairs. I put them down in the living room and then went back to the kitchen and grabbed a bottle of water out of the fridge.

I leaned against the counter and gulped the cold water. My mind wandered to Kat and our future together. I meant what I said when I told her I'd be there for her. I was just questioning how long she'd be around. I was trying to reason with myself that a 51-year-old man had no reason to be involved with a 20-year-old woman. Especially a 20-year-old hanging with a 51-year-old man. She was bound to find a guy close to her age and I'd be left without her in my life. I was sure that our age difference would be the eventual end to our relationship.