The Railroader and the Bank Teller

"You will be Carol, I promise."

She turned and rested against me, her hands covering mine. I was dizzy from the scent of her hair. Her hands were so soft. We didn't say anything for a minute or two.

She composed herself and then turned and looked me in the eyes.

"Andy, ever since that day you looked at me and saw through my hidden pain, and cared enough to ask if I was alright, I have not been able to get you out of my mind..."

My hand brushed her cheek. I was on overload. "I can't stop thinking of you either. Doesn't matter where I am or what I am doing. It's always you, right there."

"This is the first time in months I have felt safe and warm. Would you like to cuddle with me?"

"Sure, Carol, that would be nice."

She got up and walked over to a rocking chair that had an afghan draped over it. "Lean over against the cushion and I'll cover us up."

I moved down against the arm cushion and leaned into the back corner of the couch, and she moved tight against me. I draped my arm around her and she worked the afghan over us. I had never felt so warm and cozy. Once again, my nose was in her fragrant hair, and I was enjoying every minute of life. I dozed off at some point, and I think she did to.

*****

I stirred to life and glanced at the clock. It was almost 9:00.

"Carol?" I whispered.

"Yes, Andy?"

"I really need to use your bathroom."

She sat up and smiled. "Up the stairs, first door on the left."

"Thanks!" I answered, and I went up the steps. I went in and relieved myself. The bathroom smelled of her perfume, soaps, and hairspray. As I held my dick, I wondered where the rest of the evening would go. I had been fighting recurring erections all evening. I splashed a little water on my face and swigged a little mouthwash to cancel the taste of pizza cheese. I flushed and headed back down stairs. As I got to the living room, she stood up and headed for the steps.

"I'll be right back. I need to go up there too!"

"I'll be here waiting!" Now that it was past nine, I wondered if the evening was over.

In a few minutes I heard a flush and in short order she came back down the stairs. I thought I smelled some fresh perfume. She came over to the couch and sat down beside me again.

"Andy, I am feeling things right now I haven't felt in years." She turned and gazed into my eyes.

"Carol, I am feeling some things right now I never felt before." My heart was beginning to pound at all of this. "You know, earlier you said I was handsome. That's a first for me, well, aside from the usual mom and grandma thing."

"Well, you ARE handsome. Don't sell yourself short. And you're obviously hardworking and responsible to have a job like you have. Those are things women like and look for. Especially once you get out of high school." No one had ever talked to me like this before.

I didn't know what to say to that. At that point in life I still kicked myself because I hadn't been the football star or upper crust social type (and what the hell did that look like in Altoona, Pennsylvania, anyhow?). "Thanks Carol, that means a lot to me. And you should know I think you are very beautiful."

She shook her head. "Thanks, but I think you're just being nice to me."

I persisted. "No, it is true. I have always been attracted to neat, bookworm type ladies. My junior year I had super crushes on three of my teachers."

"Well, that's interesting. So you weren't into cheerleaders?" she asked.

"Nope. Not so much." It was true. I used to jack off every afternoon after school thinking about Ms. Martin my bookkeeping teacher. She always dressed well. She had a serious yet warm personality that drove me nuts. Plus, her legs and breasts were nice.

"Andy, you are a very interesting and engaging young man. Thank you for making this a very special evening." I caught a whiff of perfume. She fidgeted on the couch.

"Spending time with you is wonderful." I took her hand in mine.

"Oh, Andy, I can't believe I am about to say this, but I can't help myself," she said nervously.

"Well, say it anyhow..."

"Okay, and remember, you asked for it." She drew in a deep breath. Then she kissed me. "Andy, do you know what I would really like tonight?"

"What's that?"

"I would like for you stay over with me...I don't want to be alone tonight."

Well. I didn't see THAT coming. "Oh, Carol. I..." I was caught completely off guard.

"If you don't want to that's fine!" she blurted out. "I'm sorry if I scared you."

"No, I was just surprised -- well, yes, I think I would like that." My head was spinning. I paused a moment and then told her the truth: "I've never stayed over with a woman before..."

She leaned over against me. "We can cuddle here on the couch tonight, or we can go upstairs to my room."

"You really mean it? I have always dreamed of waking up beside someone like you."

She smiled at me. "Andy, darling, if things work out tonight and," she took a long pause. "We're both adults. In addition to cuddling, I would not be adverse to us maybe making love." Her eyes dropped to the bulge in my pants. "Would you like that?"

Now for the moment of truth. "Carol, I would really like that. I guess I should tell you I am a virgin, so don't know how good I will be, but I will be happy to do what I can."

She smiled warmly at me. "I didn't know. In that case, I should probably tell you I am 45 years old. I am not like younger women. I have a few miles on me..."

"Carol, once again, I think you're gorgeous. Do you ever see how I look at you at the bank?"

"Yes, I noticed. And it makes me feel good." She turned and snuggled back against me.

"Carol, I want to treat you like a lady. If at any point you feel uncomfortable, please say so." I could feel my erection increasing until it was tight in my pants.

"Thank-you, Andy. And I want to treat you with respect. You really don't have to do it with me if you don't want to. Perhaps I was out of line to bring sex into this. I don't know what got into me. I would be happy just to snuggle. Besides, shouldn't your first time be with some hot chick? I mean, your crushes with women like me aside." She was reclining right against my erection. I wondered if she could feel it against her lower back.

"My first time should be with some delicious, beautiful, elegant woman. And that is you, Carol. That is you." I nuzzled her neck. I was drunk on hairspray.

"Thank-you, Andy." She stood up and took my hand. "Well, would you like to go up to my room?" A change had come over her. She was no longer the sad lady from the bank. She was a classy woman, fully confident in herself.

"That would be wonderful, Carol." I stood up. "Lead the way."

Quietly we walked across the living room to the stairs. We kissed again. She was marvelously petite. When she stood on the first stair, she was eye level with me. Then she led me up the stairs, my hand in hers and her bottom inches in front of me. We walked down a short hall past the bathroom on the left and a big bedroom to the right, and then to a smaller room at the end of the hall with a single twin-sized bed. She turned on a small table lamp, and then she drew the curtains closed.

"Andy, we can't do it in the master bedroom. That is where that ass would have his way with me. I hope this bed isn't too small for us."

I took her in my arms. "Oh, Carol, we can sleep in the garage if that is where you're comfortable. This is a nice room, and it will be a place for our memories. And I for one don't mind a small bed."

She sat down on the edge of the bed and untied her sneakers and removed them. I just stood there, really not knowing what to do next.

"Are you a little nervous, Andy?" she asked softly.

"Yes, Carol. I guess I am."

"Andy. You're so sweet." She looked up into my eyes. "Let me help you. Do you trust me?"

"Yes Carol." I loved saying her name.

"You are so handsome. What would you say if I asked you to take some of your clothes off?"

"Are you sure?" I asked. Of all the times I dreamed of undressing her, it never once occurred to me that maybe she would feel the same about me.

"Yes Darling. Believe it or not, guys aren't the only ones with needs and desires. I want to be held in your young, strong arms. I want to hold a man without a beer gut. I want to be made love with. I want to be with a man not drunk out of his mind. I want you to make me feel like a woman tonight." She lightly licked her lips.

"Alright..." I fumbled off my shirt, my watch, my shoes, my socks, and my pants. I was down to my shorts, and the head of my cock was almost above the waistband. I small sigh escaped her lips. I don't know if she thought I would strip down that far, but I did.

"You are so handsome." At that, she pulled the sweater over her head. She sat there in a black lacey bra. She had a couple of small moles at the front of her right shoulder. Her tummy had an ever-so-slight roll, which made her even more alluring to me. Her breasts were rather small, but nicely proportioned to the rest of her.

"Carol..." I was crazy with desire, lust, and perhaps even love for her. I sat down beside her. We kissed again.

"Andy, have you ever seen a woman's breasts before?" Except for magazine photos, I hadn't, and nodded no. "Here, give me your hand." I gave her my right hand and she pressed it against her left breast, then her right. "Feel them?" she giggled a little. "Okay, now stick your finger in around the fabric and move it around. That's it..." I felt around and she shivered quickly. Then I found her hard nipple. I caressed it. She smiled approval. We kissed again. I rubbed one nipple then moved to the other.

"Andy, these now belong to you." She intently looked at me as she undid the clasp between the cups and pulled the bra to either side. Then she pulled it off her shoulders and tossed it across the room into a chair.

"They are beautiful, Carol."

"I am sorry they aren't nice and big," she said apologetically. "They aren't much to bury your face in. Bill was always after me to get a boob job."

"Carol they are amazing!" I kept looking at her hard, purple nipples. The soft curve of the creamy flesh was exhilarating. Her belly button was cute. "Bill can go to hell. Don't you dare do anything to them."

"He probably will. Would you like to make love to them a little while?" I touched them. "They are a little sensitive right now. Here, just roll the nipple around between your thumb and forefinger. Yes, just like that. Now get the other one. That's right. That feels good!"

My throbbing manhood wasn't the only thing erect on this bed! My eyes darted between those wonderful breasts and her lovely face. She wore a contented smile.

"Carol, I have always found you attractive, but you are absolutely beautiful when you smile." And she was. You would never guess she was 45 - and not that I would have cared anyhow.

She lay back against the pillow. "Andy, would you like to suck my breasts? I would really enjoy that..."

I stretched out beside her. Her soft hands rubbed my upper arm and back, and she ran her sexy fingers through my hair. I began to nuzzle her breasts, and then I began sucking her nipples. "Like that, Darling?"

She sighed. "Yes, just like that. Oh. OH! Okay, now gently nibble them." Shivers of pleasure radiated from her body. Her breasts smelled like soap and perfume. I noticed they actually seemed to swell a little. "Andy, you are incredible!" I really don't know how long I did that, but later she told me her skin needed to rest a little bit. We cuddled a while longer.

"Carol, I don't work tomorrow or Monday."

"I've always liked trains. Can I come visit you at work sometime?"

I planted a big, warm, wet kiss on her lips. "That could be arranged, just as long as it is a day when no bosses are around. SG is easy to get to if you don't mind a 40 mile drive. Maybe we can neck while a train is rumbling past."

"Oooh, that sounds hot!" And she really seemed to mean it!

"Too bad I can't lean across the counter at the bank and do THIS," I said, as I brushed a finger across her breast and kissed her neck.

"Andy, for two months, I have daydreamed about that many times," she sighed.

I rubbed her upper back. Her skin was so creamy and white. She rolled over and faced me. We kissed some more. Then she rolled on her back and unbuttoned her jeans.

"Andy, give me your hand..."

I gave her my hand and she worked it inside her jeans, but outside her panties. The soft, silky fabric was smooth on my fingers. She worked my hand lower, and I felt a warm, wet spot over her entrance. My breathing became a little ragged. This was getting serious.

"Darling, rub my pussy lips and rub right over top of them as well," she said in a quiet, husky voice. I did as she said, thoroughly enjoying every second. "Rub my clit...right there...that's it..."

"Carol you're marvelous!"

"Oh, baby, now inside my panties...." She pulled up the elastic and I slipped my hand inside her panties. My fingers found her warm skin, her hair, and her pussy lips. I fingered them. She kissed me. I rubbed her entrance some more.

"Now, Andy, slip a finger inside me. I think I'm ready for you." I fumbled around a bit and found the wet, slippery skin leading inside. She was so warm on my finger. "Rub me right there. In and out slowly...that's it. Oh, Andy, you're finger fucking me! Finger-fuck me, Baby...get my clit good..." she said excitedly.

Hearing her say the word "fucking" about sent me over the edge! It wasn't dirty, it was sensual and erotic.

I kissed her cheek. I was going crazy with desire and my erection was straining. "Carol, would you like to see my... you know?"

"Your big hard dick? God, yes! Get rid of those shorts!" she said gleefully. "You won't be needing those for a while!" I worked the shorts down and removed them. My cock slapped back against my groin. I was completely naked with a woman for the first time. I thought I had been hard before, but never like this. She nodded approval. "You don't have to be shy with me. Don't be afraid to tell me what you would like."

"Okay, Darling. I'm all yours," I offered.

She took my dick in her hand and began to caress it. Her hands looked so small and pale against my engorged organ. Then she leaned over and kissed it. And then she licked it! "Oh, Andy, your manhood is magnificent. So long, and young, and hard! This is going to feel so good!" She took me in her warm mouth. Her head bobbed up and down a few times.

"It already does, Carol."

She giggled again. God, that was sexy! "I meant for me, silly!" She stroked it some more. "Andy, I mean it. Your penis is absolutely marvelous. Nice and long, big around enough to satisfy me, not so large as to be painful. Someday I want to give you a nice blow job." She closed her eyes and smiled. "But right now...Baby, you have no idea how much I want this inside me...." She took it in her mouth again for a couple of quick slurps.

An icy rain began to pelt the window outside, but it was warm and cozy in her room. Right then, we were the only two people on earth.

We held each other tight and kissed some more. It was a strange thing. I knew I was probably about to get laid, to lose it, and yet I was in no hurry. I wanted to savor every second.

"Andy, would you like to pull my jeans off?"

"Sure, darling, it would be a privilege." I moved off the bed and rubbed her feet a moment. She wore small, ankle high white socks. "First off, let's get rid of these." I pulled the socks off her little feet. She flexed her toes. She had on pink nail polish. I rubbed them some more.

"Ah, that feels nice. They get so tired after being on them all day."

"Perhaps we can work something out where I can massage them on a regular basis."

I kept rubbing them. I smiled at her. They weren't much longer than my hands, probably no more than a size seven. She closed her eyes and made soft sounds of approval. I massaged her toes and soles for almost five minutes.

After a while she looked at me and smiled. "Andy, do you like my feet?"

I couldn't hold back my one quirk any longer. "God yes, Carol, I love your bare feet. They are absolutely, fucking sexy!" With that, I began sucking on her left big toe.

She gasped. "Oh God! That feels wonderful...how sexy and erotic of you..." She ran her fingers through my hair as I loved her feet.

I surprised myself. My attraction to women's legs and feet had always bubbled under the surface, and I found myself making love to all ten toes, making love to groups of them. I nibbled her heels, her soles. They smelled of soap and lotion. As I loved one foot, she rubbed the other against my face. Her ankles were slim and sexy. I rubbed her legs.

"Andy, pull my pants off..." she said as she laid back and raised her bottom off the bed. I pulled her pants down and laid them in the chair with the rest of her clothes. Now it was just her black panties. "Andy, now I want you to pull my panties off. I want you to see me naked. I want you to look at my entrance." I took hold of the elastic on each hip and ever-so-slowly worked them down...her grayish-brown bush came into view...now down her thighs, over her cute knees...along each thin but nicely shaped calf, and finally off those sexy little feet. We were both naked. She laid back against the pillows and spread her legs slightly.

I admired her legs. They were soft and creamy like the rest of her. "Carol, I love your legs.'

"I often noticed you leaning over the counter to kind of get a look at them. And probably my feet too, as now I know!"

"I love seeing your legs in hose and your feet in those black pumps...I really like it when you have to walk over to the copier and I can get a good look at you." I rubbed her legs. Her body was absolutely perfect.

"Next week when you cash your check I'll find a reason to make a copy. Would you like me to wear heels or the pumps?"

"The pumps will be fine, Carol." Then I left her feet and worked my hands under her bottom and kneaded the soft flesh. She really seemed to like that. "You have a lovely bottom, too. I like seeing it in that blue skirt. Would you wear that next Friday?"

"Sure will. Andy would you like to taste my pussy?" she asked as she took her fingers and spread herself apart for me to see the pink, shiny skin.

I moved into position and took a tentative lick. I had heard of guys doing this, but I had never had the opportunity. She was delicious! I worked my tongue around her. She writhed in pleasure. Her thighs were against my ears. Her fingers ran through my hair as she made rough, passionate sounds.

I moved along side her and nuzzled my nose in her hair and began to rub her pussy again. I massaged the lips and rubbed her clit. I moved first one finger, then two inside her. She took hold of my hand and ground it into her. She was on fire.

"Fuck me baby...fuck me baby..." she began murmuring.

I kept fingering her.

"Fuck me..."

It was time to take a chance. It was what I wanted, and I just had to be sure for her.

"Carol darling, do you want me to keep fucking you with my fingers, or do you want me to fuck you for real?"

She breathed a long sigh. "I want you to fuck me for real..."

"You're sure..."

"Yes, I'm sure if you are. I need you to make love to me now. I need you inside me!"

All life comes down to a few moments, and this was one of them.

"Oh, Carol, I want to make it with you!" I moved over her. "Teach me. Help me come inside you...ready?"

She took hold of my cock and placed it right on her slippery entrance. "Just slowly push in down toward my tailbone...that's it, Andy!"

I pushed in slowly. I felt the sensuous "pop" as my dick head cleared her tight entrance, followed by a slow, wet, delicious descent. "Oh Carol, I feel it going in!"

She giggled. "I feel it, too! Do you like it?"