Author; Ace, Storyace

title;  In bed with fabulous old Lucy 9081 words

Codes; Older woman, young man mF

Summery; Matt hasn't had much luck with women in his life. Would the fabulous infamous Lucy take him in hand?

S end any and all comments to; storyace@hotmail.com

In bed with fabulous old Lucy;

I was back in my home town for a week on business. The company headquarters was there, and I came back most years. I always made time to visit my old friends, and Lucy was one of them.

She'd been a neighbor for a while, and I'd dated her daughter in high school. She was friends with my parents.

"Hey Matt, great to see you!" she bubbled enthusiastically, as I came up to the kitchen door. "Hey Alex, it's Matt!" she called out to her husband.

"Hi." He mumbled, not getting up from in front of the big TV in the living room.

"It's the game." Lucy explained, "He can't move until it's over. So how have you been? How's your mom?"

We swapped gossip as usual, and I noticed with amusement how Lucy still seemed obsessed with her previous husband Dave, barely mentioning poor old Alex at all.

I mentioned how someone or other had aged.

"She looks terrible with that cheap hair color she uses." Lucy said, which as true. "That's why it's all falling out."

"I like how yours looks."  I said, "It takes guts to let it be natural. Instead of trying to look like a young woman, you're showing off your age; you're saying that you're an older woman and you're hot."

She broke into a laugh and jumped up from her chair at my compliment, spinning around the kitchen like a happy little girl, so her thick long grey hair fanned out behind her. I realized we were flirting; I like to flirt, so long as it's harmless. I was surprised at how excited my old neighbor became from my simple comment though. She'd always been very sexy, it was who she was.

"You still have a great figure too." I added, enjoying the moment. After all, her husband was at the other end of the room and I'd been with her daughter long ago.

Lucy was about 5'7", with a very admirable shape. Her rear end as nearly as tight as it was when I used to sneak a peek in my teens. Although she was fully covered, she appeared to have quite respectable breasts too, and a narrow waist was clearly evident. Her hair was always amazing, and it still was. I found it surprising that grey hair could be so sexy.

She beamed joyfully at the compliment. "You do know I'm sixty-eight, don't you?"

I was thirty-four. Lucy's daughter Sue was my age, and Lucy...

"No, I didn't know." I said, "I'm terrible at judging age anyway."

"No one can tell with oriental people." Lucy said. She was ethnically Chinese. She grinned through even white teeth. "Do you want to stay for dinner?"

I remembered her skill in the kitchen. Although she was born in the US, she always told the story of working in her parent's Chinese restaurant as a girl. Lucy was a fantastic cook, dinner at her house was always a treat.

"I'd love to." I said.

Alex grumbled in disappointment as the game ended, then got up and headed for the door.

"Thanks." He said to Lucy. "I'm going home to drink away my sorrows."

"He doesn't live here?" I asked as the screen door banged behind him.

"No, we got divorced last year." Lucy said. "He still comes over to watch the game on Sunday though."

Suddenly I realized I could be in trouble. I was alone with Lucy! But she was old now, surely she wasn't like that anymore. We were just friends.

When I was growing up, she was somewhat infamous. It was said she and Dave had an open relationship; she was always extremely flirtatious, and apparently didn't stop there. A friend of mine who had dated Sue after me claimed to have slept with Lucy too. And there were more stories I'd heard back then... Lucy once went on vacation for a week with her husband's boss. She had affairs with his students... I never knew if the stories were true, and I didn't care too much. It was none of my business.

But that was a long time ago, she was an old woman now. Surely she wasn't into all that anymore, I convinced myself. She didn't wear makeup, she had flat shoes on, a tee shirt and jeans. She left her long hair grey. As long and glorious as ever, but grey.

So I stayed, ate, and had a good time. We talked and laughed, like friends do. But there was an edge, a difference. I was a single male, and she was a single female. Despite all of the reasons we wouldn't ever do it together, the sweet tension was sitting on the dining room table between us through the whole evening.

"I'd better get going." I said at around 10.

"Really?" she asked, "Why don't you stay the night?" She smiled hopefully at me. My heart pounded and my cock bulged in my pants. Fuck. It was all true and she was still like that.

"I... Uh..." I stammered, suddenly dry in the throat, frozen in my chair.

Lucy stood and slowly walked to the front door. She closed it, then turned the lock. "I want to take a shower." She said. "With you."

"Shit Lucy, I... I dated your daughter!"

"That was ages ago." She said dismissively, "Sue doesn't even talk to me anymore. What's the matter? Really? I know you always liked me."

"I'm... not good." I said. "I'm no good in bed." vomiting out the words that had been bouncing around in my head for years but had never been allowed out before.

She looked puzzled. "Really? What makes you say that?"

I was shocked at myself for having told her, but now that the wall was broken, it became easier to talk about. My deep dark secret, the reason I'd left this town behind me and moved to where no one could know.

"I have a small cock." I said, "Very small."

"Well, that's not a problem." She said, "I've been with guys that had small ones."

"VERY small." I said sadly. "And don't tell me size doesn't matter, because we both know it does."

"Is that why you don't have a girlfriend?" she asked kindly, sitting down again.

"How many disappointments can a guy take?" I asked. "Most girls dump me right after we have sex for the first time. One or two tried to stick it out, but let's face reality; a good relationship just isn't going to happen with bad sex. I've stopped even asking girls out."

"Come on, you're a good looking guy, you're nice, you respect women, you have a good job." She said.

"But women don't respect me in return." I said, "Not once they know."

"Bullshit!" she proclaimed, "You just have to find the right one. Come on, show it to me."

"Really?"

"Come on, pull it out." She confirmed. "Let's see what we're talking about."

Oddly, I wasn't all that embarrassed. Lucy was different to other women; she was a friend, I trusted her. And she was experienced; I really did want to show it to her, to know what she'd say. If anyone knew about these things, it would have to be Lucy. I stood up and opened my pants.

I wasn't even bothered when she put on her reading glasses and leaned in close so she could make it out.

"See what I mean?" I said.

"Hmmm. Well, it is pretty small." She allowed, "But it gets bigger when you have an erection, right?"

"A little bit." I said.

"Take your pants off and sit on the table." She instructed, as if asking me to pass the salt.

She smiled brightly; she had a great smile, her teeth strong and white, her dark eyes shining in the slanted creases of her Chinese face.

I took off my shoes and did as asked. Dr. Lucy sat in front of me and put her hands on my bare knees, pulling them apart for a better look. I leaned back, trying to relax. It's no big deal, I told myself; she won't tell anybody. Anyway, by now all the women in my old home town must have heard about it. Girls talk about these things.

Her oriental face didn't show her age. She didn't look young, but not nearly sixty-eight. She smiled with excitement; it was a crazy moment, with me on the table, spread and naked. My cock got hard as I looked at her.

She laughed; "Wow! Just thinking about it gets you stiff... that's refreshing."

She wrapped a hand around it, causing a rush of pleasure in my body. Her eyes flicked between my tiny cock and my happy face. It felt good, yet I wasn't as anxious as I usually was.

Because it wasn't important. I wasn't going to have a relationship with Lucy, there was nothing to win and nothing to lose. There was no stress with her.

"I think it's cute." She proclaimed.

I laughed at that; "Thanks." I said as she played with it. It didn't matter that she wouldn't want to have sex with me, this was just nice. She licked her lips, and I thought she was about to go down on me.

During the few, brief relationships I'd had, I got used to getting blown more often than not. I finally realized that my girlfriends just wanted to finish me off quickly. They didn't want sex with my miniature dick.

"I don't care much about all that bang bang part anymore." Lucy said, letting go and standing up, "These days I just like to cuddle. Will you stay and cuddle with me?"

"I'd like that." I said, immediately regretting it. I always did that; I told myself I wouldn't, but then I went to bed with another woman, and by morning she didn't want to have anything to do with me. It hurt; no one had fun, it just hurt.

But I'd said it, so here we were. Me and sexy old Lucy.

When we first met, she wasn't old, but she sure was sexy. I thought she and her daughter Sue were sisters. Sue was pretty, but not sexy like her mom. She didn't have that energy, the confidence, the flirtatiousness. But she did agree to go out with me. Lucy was far beyond my reach. She was just a fantasy for a horny boy.

Now she was available; her long hair had turned grey, yet she still had that spark, that animated energy that made her so attractive. She wasn't an extreme beauty anymore, she wasn't a genius and she wasn't wealthy. Yet she was still hot in her late sixties, which was rare, and oddly alluring. I forced myself to stay calm; there was no use panicking, I'd said yes, and now I was going to sleep with Lucy. My ex-girlfriend's mother.

My affair with Sue hadn't lasted long. My affairs never did. She'd never said anything about my penis; I was never sure if her orgasms were faked. I think they were, she was just trying to be nice. She cheated on me, told me about it, and we broke up without much animosity. Sue moved away, but Lucy remained a family friend, and a neighbor until I moved away.

I followed her into her boudoir; it was lushly upholstered, everything was soft and sexy in there. There were pictures on the walls, Lucy when she was younger, how I remembered her. In gorgeous dresses, one or two tasteful nudes, in one she was nude with a teenaged Sue, each of them smiling coyly at the camera with their hands covering their breasts. They were both beautiful, but it was Lucy who had that extra something, even then.

"I was hot, wasn't I?" she asked.

"You still are." I said, being polite. But it was also true.

She laughed in delight, and pulled her shirt up over her head. Her long rich hair fell around her chest, but her old nipples poked through the silver strands, taunting me.

She was an old slut; a sexual animal, alluring, irresistible, beautiful, a friend. After all these years, we were going to bed together. I took my shirt off too, and I was completely naked.

"MMM, you're pretty hot yourself." She said.

I practice judo, which means two hard workouts a week. I'm well built except for my penis [which was still hard and standing out in front of me].

She opened her pants and peeled them down over her ass. Only wearing a pair of plain white panties, she pulled back the bedcover and slid in, making a space available for me to follow her.

I hadn't been with a woman for six years. That had been a brief and unsatisfying night, and before that I'd been celibate for a long time too. I was a healthy, strong, good looking guy. I had a good job, friends, my own home. But I was a total loser in bed. How could I get in there with the great Lucy? She'd had many lovers, she knew what good sex was. And soon she'd know what a useless shit I am.

On the other hand, I'd told her everything. She raised an eyebrow at me, and against my will, my body slipped into bed alongside hers. I had no idea what I was doing there.

Lucy turned off the light, then put her hand on my chest and wiggled up against me, pulling one thigh on top of my legs. I turned my head towards her, and we kissed.

I like kissing. There's nothing wrong with my tongue, lips, or mouth. I kissed the old woman, and ran my hand over her smooth back as she reached for my small but very stiff cock.

I'd known her my whole life; and now, after all these years, we were sharing a bed. Her body was warm and wonderful against me, her smooth skin finding as much contact with mine as possible, her hand fondling my penis again.

I'd always wanted her. Even when I was dating her daughter, it was Lucy who was the sexy one. She was always looking good, dressing well, flirting with everyone. Lucy was the life of every party, her big easy smile and deep laugh made everyone love her, even other women, despite her reputation for promiscuity. She'd been queen of the pack, always in the center of every crowd.

Her social position survived one scandal after another; it was rumored she slept with her daughter's boyfriends, her husband's students, her friend's husbands. Yet she was still the queen of the town, even when she left her popular husband Dave for that doubtful Alex guy.

She slid down, and pushing me onto my back, lowered her face over my penis. I reached out to turn on the light. She looked up at me, her eyes clear and brown, her rich grey hair spilling down on either side. She lifted her mouth from my little cock.

"So, you want to watch." She noted, before going down on me again.

"Yes." I said, "I sure do."

It wasn't that she was even all that beautiful; it was about who she was, Lucy, a woman I'd fantasized of for most of my life. Sexy, hot, charismatic Lucy was sucking my inadequate cock after all these years.

Her face was tanned brown. The crows feet lines around her eyes were about the only sign of her age aside from her glorious silver hair. I'm not all that wild about blow jobs; it's usually what a woman does when she knows that sex with me and my miniature dick will only leave her frustrated. To me, a blow job isn't a triumph, it's a defeat.

This time it was ok though; Lucy knew about me from the start. She knew me in every way; Lucy wasn't sucking me off to get rid of me. Well, maybe she was, but I didn't mind. I ran my fingers through her hair and looked into her old eyes, the eyes of a friend, a mother figure, a hot old slut I'd always lusted for. She was many things, had been many things, but now, for this moment, she was mine.

She did it to me slowly at first, enjoying my arousal. Small cock or not, my erection was an honest compliment. She stroked my belly and my balls, and after a while, sped up her movements to make me come.

I erupted into her mouth, spewing my pent up sperm into her elderly head. I held her face in my hands and shuddered, grunted, and squirted. Ah, Lucy! You sexy old tart, they say you slept with half the town in your time. I'm really not bothered by that. I might have been once, but not now.

I was in no position to judge. I was unable to satisfy a woman; yes, I'd gone down on my girlfriends, fingered them, used vibrators too. But it wasn't enough; they wanted a real man, a whole man. When I took my clothes off, when they saw it, they pitied me. I wasn't sexy anymore, and they lost interest.

"MMMM!" Lucy hummed, sucking and pulling, "Excellent, really good." She licked her lips for emphasis, then got out of bed to rinse out her mouth at the sink in the attached bathroom.

She got back into bed and we snuggled again. I felt oddly content; Lucy was not a potential wife, not one of those girls I'd fall in love with only to be dumped within a month. She was just fun; I didn't need to prove anything with her.

The next day I helped her move some heavy furniture so she could clean behind it. I fixed several lights and a hinge on her bike shed. We went out for a bicycle ride through town with her neighbors, two gay guys in their fifties. They invited us for a barbeque back at their place, and the four of us had a great time, swapping stories and jokes.

"Will you stay again tonight?" Lucy asked me as the night turned cool.

What did she want? Was she taking pity on me? After a few glasses of wine, had she forgotten what I was? If she wanted sex, she'd be disappointed. And then she'd become disgusted, and then she'd despise me, just like the others.

"Please?" she pleaded.

I looked into her face; her very pretty face. She looked desperate.  I suddenly realized that she was as lonely as I was.

She didn't have to be. I'd seen the older men looking at her all day, trying to catch her eye. They might not have known her age, but they could see she was a beautiful mature woman. She was the dream of every mature man.

They weren't here though, they hadn't spent the day with her, I had. Lucy wouldn't stay lonely for long, but she was alone right now. This was a one time opportunity; Lucy surely wouldn't be alone next time I was in town.

"I'd like that." I said, "But I need to get some fresh clothes from my hotel."

"Why don't you check out and stay at my place while you're here?" she asked with a hopeful smile.

The idea had a lot of appeal; it was Friday and I wouldn't have anything to do until Monday. Sex or no sex, I really enjoyed being with Lucy and her funny neighbors. Not to mention real home cooked food, something I hadn't had much of for a long time.

"Great." I agreed.

Alone for the first time in 24 hours, I wondered what the hell I was doing. Sleeping with Lucy? I must be nuts. Talk about inappropriate! She was far too sexual, a connoisseur of sensuality. She was sexy, fashionable, popular. I was a dud, totally useless. I couldn't have a relationship with a woman like her, not for long. On the other hand, by knowing I had no chance with her, maybe we could just have fun. I could do some more male stuff around her house over the weekend... She'd probably just suck me off. She seemed to like that.

Sure, the cuddling was great, the blowjob was nice. But it was her big grin and frequent laugh that I really enjoyed. The way she was so easy to talk to, to just be with. I liked her, I always had.

I got back to her place with my suitcase. It wasn't dark yet and one of the guys from next door saw me getting it out of the car. He grinned and gave me a thumbs up. I grinned back sheepishly, but I didn't mind if people knew I was shacking up with a woman twice my age. I wasn't ashamed.

I walked around to the back door and hesitated; was I nuts? I steeled myself; it was just a weekend. It would be ok.

I'd stopped next to an open window, and I could hear Lucy talking to someone. Like the creep I am, I eavesdropped on her.

"I really like him, but I shouldn't have slept with him." She was saying, "It was just dumb!"

"Oh come on," a man said, and I recognized her other gay neighbor, "He's lovely and sweet. Have some fun!"

So she hadn't told him about me yet.

"But I told you... sex is my problem, it always has been. I'm a sex addict, I shouldn't do it. I've destroyed everything good I ever had, my daughter doesn't talk to me, all the men in my life left me, my girlfriends all hate me."

"Well don't do it with their boyfriends, and don't cheat on yours! Matt is single, so are you, and he adores you. So what's the problem? And don't give me the age rap, we've been through that already."

"He's a friend, one of the few that I still have. He stops by here every single time he's in town, just to talk to me. I can't lose another friend, I just can't."

"Is he good in bed?" he neighbor asked. I held my breath; I knew the answer, but not what she'd say.

Lucy giggled like a schoolgirl. "He's nice." She said, "A gentleman. Anyway, we didn't do much yet. I'm not sure I want to. My therapist says I'm doing great."

"Come on, sexual addiction is nonsense." He said, "Everyone needs love. Just keep to the rules and don't lie to anyone. How long have you been celibate?"

"Almost a year."

"A year! Oh my god, you need it girl. You have fun with that lovely young man, or I won't ever talk to you again!"

They both laughed. I would have left, but I'd been seen arriving. There was no other direction to go but forward.

I stomped as if just stepping onto the porch, and came in through the back door with my bag. Lucy was sitting at the table wearing a padded housecoat. Her neighbor stood and smiled at me. "Welcome to the neighborhood!" he said. He stood and shook my hand warmly. "She's such a sweet woman." He said meaningfully, and left us alone, closing the door behind him as he left.

She wasn't really beautiful anymore. Her face had aged, the skin had extra folds and creases. Her breasts were flat and wide, her belly bulged slightly not because she was fat, but due to the loss of elasticity. It was just my leftover infatuation that had made her seem attractive, a couple of decades of fantasy.

Lucy stood up and pulled open the knot that held her robe closed. Without a word, she let it fall to the floor. Underneath, she wore a white see-through negligee. Her big nipples poked through the light fabric as she released her glorious hair and let it fall around her shoulders. She shook her head to make it dance, turned her body to the side and looked over her shoulder at me, smiling coyly, so intensely and unabashedly flirtatious that my dick was hard already. Despite what she'd told her neighbor, she'd made her decision.

She was stunning, as sexy as ever; maybe more sexy. I dropped my bag and grabbed her around the waist. She laughed delightfully and put her arms around me. We kissed, tongues meeting in cross generational lust. Her body was warm and real against me, her curves still there under my hands. She wanted me, despite my handicap. A woman wanted me, and that was all it took to make me want her back. Her age was of no importance to me, none at all.

We broke apart and she locked the outer door. Then she took my hand and led me to the bedroom once more.

I pushed my fingers through her hair as she sat down on the edge of the bed. I stooped and kissed her gently for a while, then peeled the light garment off of her shoulders. She ran her hands over my chest under my shirt as I kissed and bit her neck and ears. She sighed in pleasure and stretched herself out on the bed, smiling up at me. The negligee still covered her breasts, but rode up on her thighs, so her groin was only just hidden. I sat down at her feet, took one of them in my hands, and rubbed it slowly. Each toe, the heel, the arch, the ankle. I ran a hand up her calf, squeezing the muscle. I stroked her leg, then lifted the foot to my mouth and kissed it, looking into her glowing eyes.

I repeated the process with the other leg, then pushed her over onto her stomach. I massaged the backs of her legs, tickled behind her knees, and then lifted the negligee to kiss her ass.

Like her belly, her ass was imperfect. Not the succulent round globes I remembered drooling at in my youth; yet it was still Lucy's bottom. She sighed and moaned, lifting it up to meet my mouth as I nibbled my way around.

She smelled sweet and fresh. Experimentally, I licked around her anus.

I slid my hands up her body, stripping her of the sexy lingerie. I pulled off my shirt, then straddled her, my knees on either side of her legs and my hands near her shoulders. I rubbed my chest over her back, kissed her shoulders, and bit them. Responding to her subtle cues [and not so subtle ones], I massaged her back and shoulders, her arms, and then went back down to her ass.

My little cock was getting uncomfortable, so I stood up out of bed to take my pants off. Lucy watched, her face against the mattress. She reached out a hand, and I brought my stiff cock to it. She gripped it and stroked it.

"You're so hard." She commented kindly.

I got on top of her, pulled her butt cheeks apart, and laid my small rod along the crack. I squeezed the cheeks together around myself, enjoying the sensual feel of her heat.

"Do you want to do me in the ass?" she asked me.

"I hadn't thought about it." I said. "Do you want me to?"

"Not right now." She said. "We have lots of time, right?"

"Yes we do." I said, and lay on her back, my cock pulsing in her crack. She tensed herself, squeezing my thing tight. I lay there for a minute, enjoying the pressure, inhaling through my nose behind her neck, absorbing her scent. I stretched out my hands and put them on top of hers, so our fingers laced together.  I closed my fingers, gripping her, holding her, my nose in her hair and my lips on her ear, my penis still throbbing in the crack of her ass.

I lifted myself up, running my nose down her spine, kissing my way downwards. But before I got all the way down, she rolled over onto her side, lifting one leg up, her toes pointed at the ceiling. She was shaved smooth, she was open and waiting. My mouth watered at the sight of her experienced old vagina; how many tongues, how many penises had been there? A hundred, a thousand?

She'd been sexually active, very active, for fifty years. Four lovers a year would be two hundred men.  How could I, with my diminutive penis, hope to satisfy her?

Perhaps I couldn't, but I was enjoying every second of my time trying. There was no stopping now; I lowered my face to her waiting crotch. Her hands wrapped around my head, and she let out a little chirp of surprise at the sensation of my mouth against her lower lips. I kissed her smooth naked snatch as lovingly and sensuously as I'd kissed her mouth. But before I could really get started, she twisted away, breathing heavily.

I looked into her eyes, trying to read the message there. For just a moment, she looked conflicted. Then she smiled, her strong white teeth bright against her tanned complexion. She pulled my face up to her breast, and I took her nipple in my mouth.

She held my head in the crook of her arm as I sucked her like a baby. I wondered if I might have when I was one.

She'd been our neighbor, her daughter Sue was my age, she was friends with my parents. I looked up at her, my mind flashing with the image of her as a younger woman. The breast would be the size of my head, warm, full of nourishment and love. Her hair was black in those days, but her smile was just the same as the one I was looking at now.

Her hair was grey, her breasts loose and empty.

Was it just my imagination, or had she been my wetnurse? My cock quivered, because I wasn't bothered by the thought at all.

"Baby." She murmured, her deep dark eyes glistening at me, "My sweet baby."

Her nipple swelled in my mouth, the corners sharp against my tongue. I reached down to finger her, and her thighs opened in welcome. She moaned, her breathing becoming short and urgent. I finger-fucked her and sucked her breast as she looked down into my eyes, her face becoming more tense. She was going to come.

It was kinky, weird, and wonderful. I was a baby, a man, a lover. Her grey hair fell around my face, she moaned with greater urgency, communicating her deepening lust, encouraging me to follow through.

She closed her eyes for a moment, crying in painful pleasure; then she opened them to stare at me, sucking her like a baby as I fingered her snatch. She'd come; come for me, I'd given Lucy an orgasm. It was deeply satisfying for me, even though I knew well that it was just the excitement of our first time together.

The first time is the best, the most exciting. I sometimes managed to get a girl off the first time I was with her. But it never lasted for long, as soon as that early magic was gone, there would be nothing left.

I changed to her other breast, put my finger back into her vagina, and sucked her. She was almost coming, and enjoying every second. Her dark eyes were aglow, her even white teeth grinning in pleasure.

I moved up to kiss her mouth again. She reached for my organ, and stroked mine as I fingered hers. We lay like that for quite a while, kissing and toying with each other. It was all I wanted to do; it was incredibly pleasant. This was sex for me, it was the best I could ever hope for.

I know for other guys, it's about sticking it in and humping. That doesn't work for me, or for any woman I'd ever managed to put my miniature penis into. But this, this was lovemaking. This was sweet.

Lucy might have had two hundred lovers or more; whatever the number, she'd known plenty of sweating humping penetration. Some would have had big ones, some small. Probably nothing close to as small as me... anyway, she knew what she wanted. And it seemed she wanted it like this, just like I did.

I pulled away to just look at her face, our hands still in each other's private parts. She had one knee flat on the mattress and the other vertical. I smiled at her beauty, and she smiled back. We just watched each other for a few minutes, saying nothing as our fingers worked.

I had two inside of her now, slowly pushing in and out. She periodically gripped them with her snatch, grinning for emphasis. She wanted me to know that at sixty eight, she still had strength in her body, inside and out. I wished I had a big cock to fuck her with; I still felt deformed and inadequate there.

Lucy put a finger against my shoulder and pushed me onto my back. She swung her knee over my legs and sat on me, trapping my dick between us. She leaned onto her palms as she rubbed them over my chest, looking down at me through the tangle of her long hair. She lay down on me, her legs to either side, and took my face between her hands. I ran my fingers over her ass as she put her tongue back into my mouth. She lifted up and kissed my neck, my nipples, my belly. She sucked my cock into her mouth, fingering my balls. I didn't want to come, not yet.

Lucy was good; she pulled away before I got beyond the point of no return, sitting back on her knees between my legs. She smiled at me and ran her fingers over my thighs as my pressure lowered, then she went down on me again.

I relaxed and let her pleasure me; she was obviously enjoying herself, she appeared to be more thrilled than I was. And I'd never had a blow job like this before.

Usually, a girlfriend sucked my dick to avoid sex, sex that would just leave us both frustrated. The idea was just to take care of my need with as little bother as possible, and as quickly as possible.

Lucy was making love to my cock; she loved my penis as though it were normal. She watched my face as she sucked, licked, caressed. She took pleasure in my pleasure; this wasn't a task for her, this was a delight. My size wasn't important at this moment, it was my arousal, my lust that she was eating.

She was like me. She was turned on by pleasing her partner; so the way to make her happy was by enjoying myself, by appreciating her fabulous talent. A woman as experienced as she was had learned a thing or two. Not how to make me come, that would be easy. How to delay it, how to enjoy our night together to the max.

She worked me for an era, driving me up the wall. She always stopped just in time, leaving my needle dick quivering with tension until the moment passed.

Sex with Lucy was the most intense experience of my life. My head was swimming in a warm soup of mad pleasure as I ran my fingers through her hair, looking into those deep dark eyes as she sucked me like I'd never been sucked before.

After an eternity of ecstasy, I desperately needed to go down on her. I had to get my face between her thighs, I had to put my tongue into her precious old vagina. I needed to taste her pleasure, to eat her lust as she'd eaten mine.

I lifted her lovely grey head from my hard little cock, kissed her mouth, and pushed her onto her back. She obeyed my command, opening her long legs for me.

She was as smooth as a baby. Her groin was very pale, milky white, in contrast to the even brown suntan on the rest of her body. I realized she sunbathed in a G-string. There was still so much to enjoy, so much to learn. I lowered my mouth to her waiting clit, I locked my lips around her vagina and sucked on it.

Lucy let out a squeak of excitement; after all her years, all her lovers, she still got a thrill from it. She held my head and hummed in pleasure as I went at her. She lifted her pelvis, her thighs stretched wide, as if to push me deeper into herself, as if she could absorb my being into her abdomen through the bottom.

"Oh Matt!" she breathed huskily, "That feels so good... I'm going to come again."

My lovers usually didn't come. I could lick and finger all night, but most were simply put off by my little cock.  They weren't attracted to me anymore once they knew what was between my legs, and without that attraction, nothing would work.

Lucy was hot for me; she knew about my handicap, and she wanted me. Perhaps she wouldn't after this night, but for now, it was working between us. I put my anxiety aside and enjoyed the moment. It was my ambition in life to feel her come.

I could come easily, I didn't need a partner for that; a man like me is an expert masturbator. I needed a partner to share the experience with, to make it complete.

I enjoyed licking her. She was obviously enjoying it too; like the kissing and cuddling, it was friendly and sexy. It was beautiful to taste her, to feel her strong legs clamp and then release my body, to look into her eyes and pleasure her. To feel her fingers clamp my head and watch her as she started to come again.

I'd gone down on her daughter. All those years ago, in this house, I'd done that.

I made Sue come the first time we made love, but I don't believe I managed to get her off a second time. We both tried; we wanted to be a couple. I licked and sucked, fingered and caressed the girl, but she needed more than I had.

It was probably just as well, because although I was totally infatuated with Sue when we were teenagers, we would have made a terrible match. Sue was still beautiful [I'd seen pictures], but had no drive. She was lazy, somehow half baked.

She looked like her mother, but she was no Lucy. She lived in Chicago with a much older man. I wished her all the best, and drove my tongue deep into the crease that had spawned her, As Lucy lifted her groin, bucking and coming with a quiet intensity.

"Enough, Matt!" she declared, "I want to feel your cock in there now."

"Really?" I thought, and then realized I'd said it out loud.

Lucy laughed; "Yes, really. Why, do you think because you're small I don't like your penis?"

"Well; yes."

She took my face in her hands and looked at me with an expression of love and affection that I'd never seen directed at me, not from anyone.

"Matt, it's not the cock that does it for me, it's the man it's attached to. Now put that stiff little thing of yours in me!"

I didn't quite believe her, but I did as she asked. I positioned myself in the valley of her open thighs and slid it into her waiting vagina as her hands wrapped around my ass.

As I did my inadequate thing, she hummed with pleasure. "That feels nice." She said, and her vagina tightened around my penis.

"That feels nice too." I grunted, trying to keep control.

Lucy laughed; "Forty years of yoga, sweetie. It has benefits."

She was like a velvet vice, her old body had power. I pumped her, and she responded with moans of pleasure, wrapping her long muscular legs around my hips and squeezing my penis with her powerful sex organ. I could barely handle it, this was unlike anything I'd ever experienced before. Her old vagina was tighter and smaller than any girl I'd ever known.

  And on top of that, Lucy was starting to come again.

I might have made a woman come before, but never like this. Never more than once, and never with my penis. She wasn't faking; there was a vein suddenly visible on her forehead, proving her increased blood pressure. Her breathing was fast and deep, her fingers clutched at my ass.

"Come with me." she groaned, "Let it all go..."

Her request was self-fulfilling. The words drove me over the edge, and I felt the contraction begin deep in my abdomen. The unstoppable chain reaction, the sequence of orgasm had begun.

I pumped her hard for my last few seconds, and then it was pumping it into her, my naked cock in her naked vagina, my semen was pumping into my old friend, and she was coming hard too.

Her eyes stayed open, burning into my brain; her old oriental eyes, dark, sloped, and wise. In that moment, I loved her.

Impossible love, crazy love. Twice my age, yet far too much woman for me. What hope did I have with Lucy? If she could come like that for me, then she must come double for any other man.

It didn't matter, we were sharing the most beautiful moment of my life; I held her as tightly as she held me, and we rocked in orgasm, an orgasm that seemed to last for hours, my stiff little cock pulsing in her hot tight grip, my fingers locked around her head, her eyes locked in my brain.

Finally, the tension eased. The spasms subsided, our breathing slowed, her face relaxed. I stayed on top of her, looking at her, unable to take my eyes from her. I kissed her again, and then again, unwilling to surrender the moment. I had to get the last of it, I had to taste every last drop of passion. Because I was sure that nothing like this could ever happen to me again.

I could never keep Lucy, or any woman of her caliber.

"That was incredible." She said convincingly, "You're the best."

I laughed at that, which caused my now microscopic cock to exit her flooded tunnel. I rolled off of her, lying on my back alongside.

"What's so funny?" she asked, "I mean it. I haven't come like that for years."

"That's nice of you to say." I said, "But let's stay honest. I know I'm useless in bed."

"No you're not! Who told you that?"

"Every girlfriend I ever had."

"Well, they're all stupid." She declared, rolling onto her side and propping up her head with her hand, elbow against the mattress. "You're sensual, you take your time. Most guys just want to stick it in. You were looking into my eyes the whole time; that's really hot. I swear, most guys are thinking of something else while they do it. And your cock gets really hard; like a kid! I tell you, most guys only get half-hard by the time they're your age, and the bigger they are, the softer. How can you call yourself useless, you made me come three times! And you know me. I don't have to pretend to be someone I'm not, you know everything already."

I looked at her; I couldn't stop looking at her. Was she sincere? Did she really mean those things? She looked older than before, the intense activity had left lines in her face and neck. Her breasts hung flat and empty, her skin was slack and old. Even her hair seemed tired, hanging limply behind her head. I reached out a hand to stroke her face; she smiled, her teeth straight and as white as ever. I pulled her to me for yet one more kiss. Her fingers found my penis, which pulsed in one last message of affection.

"MMM, I think you might have a little ammunition left." Lucy said, and went down on me.

Holy shit; she was sucking my wet little cock, sucking it as if she loved the inadequate thing. She looked up at me with happy eyes and sucked my balls right into her mouth along with it, and damned if I wasn't getting hard again.

Lucy laughed delightfully; "Oh baby! You might be small, but you have staying power!"

She'd said it; small, I was small. She'd said it out loud, and it didn't matter. I was small, and hard, and I'd made her come, and maybe I could make her come again!

Did I dare try? What if I failed? What if I couldn't keep it up? It seemed that it wasn't up to me, my lover was climbing on top of me, slipping me into her drenched love slot. She slid back, so my cock pressed against her clit. She gyrated her hips, bucking forward and back, her hands on my chest, her gorgeous grey hair hanging over her bouncing tits.

She was fabulous; amazing. This was sex like I'd never imagined, never dreamed of. I was hard as steel, and I had nothing in my balls but memories. This old woman was my goddess.

"I want it in my ass." she proclaimed, looking down at me with an expression of pure lust, an emotion that no woman had ever shown me before.

She leaned forward and lifted herself off, and took a condom from the bedside drawer. She glanced sideways at me as she tore open the packet; "I got this from Terry next door." She explained, as if she needed an excuse to keep condoms in her bedroom. She went down on me, excruciatingly cleaning the mixture of fluids from my penis, then dried me off with a cloth. Then she held the rubber against her lips and sucked it into her mouth, and dropped onto my cock, fitting it over me it one swift erotic movement.

To my surprise, it actually fit. She really had got it just for me, a special extra-small one. She produced a tube of lubricant, and got onto her hands and knees before dabbing a bit on her anus.

"Ok, I'm ready." She announced.

I had mixed feelings about this; I wanted to experience it, but it was a bit disgusting. Anyway, there was no stopping now. I got on my knees behind her, put the tip of my hard little cock against it, and pushed. It went in without any trouble; she was unspeakably tight.

"Oh wow." Lucy moaned, "That's good. Do it to me Matt."

I thought her vagina was strong, but her anus was twice as strong.

I was hard, potent, powerful. I wasn't an inadequate needle dick, for the first time in my life, I was a man.  Lucy had made me this; she was the first woman who had ever made me feel this way. I reached around to finger her clit, and she grunted her approval. This old woman was actually enjoying sex with me. I humped her tight old ass, feeling a depth of euphoria I'd never imagined.

"Yes, yes..." she moaned, and I knew she was going to come again. She pushed her butt back against me, meeting my short strokes. She shuddered and cried out her orgasm. I stopped for a moment.

"You feel so good in there." She said, letting her body down onto the mattress with her ass still slightly raised. "It's usually pretty painful, but you feel fantastic."

My cock throbbed with pleasure at that; a point of appreciation for the mini-organ.  I pulled up and banged in again, pushing against her fleshy cheeks to get it just a little deeper. I grabbed her long grey hair and fucked her tight old ass.

"Don't stop." She grunted, "Just a little bit more... oh yes, yes..."

I bit her back around her shoulder blades, enjoying the taste of her sweat, the sensation of her smooth soft flesh. I fingered her clit as she came again, breathing hard.

"Oh Matt!" she gushed, "You're incredible..." she twisted out from under me, causing my thing to pop out of her. She sat on her knees facing me as she reached down and peeled the condom off.

"How can you still be so stiff!" she murmured, rolling onto her back. "Put it between my breasts."

She squeezed her soft breasts around my pecker as I kneeled above her. She smiled up at me, the pleasure written on her face like a mirror of my own emotions. I moved my hips, forcing my penis to slide against her. She lifted her head a little and wrapped her hands around my ass, pulling me into her mouth again.

I held her head in my hands and fucked her mouth as her hands gripped my rear tightly. I needed to come again, to mark an ending to it. Lucy sucked hard, staring up at me, her deep dark slanted old eyes burning into my psyche until my balls contracted in the delightful sensation of orgasm.

We stared at each other as my little cock pulsed and throbbed in her mouth. I wasn't sure if I was emitting any fluid or not.

It was 2AM. I lay next to the old woman in bed, exhausted physically and emotionally.

"Shit." She muttered.

"What's the matter?" I asked.

"I didn't expect that to happen." She said. "I mean, I didn't expect it to be so good with you. I thought... look, I'm a sex addict. My therapist told me I should avoid sex unless it was with someone I was serious about. I haven't been with a guy for almost a year, I've been trying to get myself under control. I thought it would be no big deal with you since..."

She hesitated.

"Since I have such a small cock?" I was shocked at myself for saying it, thrilled to be talking about it with almost no shame. It was just my anatomy, I didn't choose it. And for the first time in my life, I'd had good sex. If I couldn't talk to Lucy, I could never talk to anyone.

"Yes." She admitted. "Really, I thought we'd just hang out and cuddle. I really like having you around, and we had such a great day together, I thought..."

"So you knew about me already." I said. "You thought, 'hey, I could spend the night with Matt, he's harmless.'"

"That's right." She admitted, holding my body against herself, her fingers tracing up and down my damp stomach.

"And then you do it to me better and longer than I can remember. I'm sorry, I don't mean to be negative, that was great, you're a great lover Matt."

We lay silently, her head on my shoulder and my hand on her hip.

"We could be serious." I suggested.

"What, you mean a relationship?" she asked. "You live hundreds of miles away. And besides, I'm too old for you, you know that. It's just your hormones talking."

"I like what they're saying." I said, "I could come on weekends, or you could come to my place."

"Hmmm." She mumbled in a non-committal way.

I knew I should be happy to have had that one night with her, the best night of my life by a huge margin. I should be content that Lucy had gifted that to me; she'd given me hope, made me realize that it wasn't impossible for me to satisfy a woman. Merely unlikely. So I'd have to try; start dating again, go back to disappointing one woman after another, suffering terrible sex as I searched for one who could respond to me despite the diminutive thing I had nestled between my thighs. The idea didn't appeal to me at all.

We fell asleep. She got up early the next morning and made a huge and elaborate breakfast for us. We sat in the kitchen half dressed. I couldn't take my eyes away from her curvy body, the way her breasts bulged in her light kimono, her long legs, her glorious grey hair, her deep sexy eyes.

"Why do you keep staring at me that way?" she asked.

"You're gorgeous." I answered, "I always looked at you this way when you wouldn't notice."

"You horny bastard." She laughed, "Look Matt, last night was amazing, but we can't do it again."

"I love you." I answered without thinking, "I mean... wow. Ok, I said it."

"Bullshit." She replied, "You just like the pancakes."

"I want to be with you." I said, warming to the idea as I spoke. "Your therapist said it was ok to do it with someone you're serious about, right? So let's get serious. You're retired, you can go wherever you want. Come home with me, stay for a week or two. Let's see what happens."

"What will you tell people?"

"That you're my girlfriend." I said, feeling excited by the prospect, "Unless you want to keep it secret. I'm not ashamed, Lucy; I'd be proud to introduce you to my friends."

My heart was pumping a bit fast as I waited for her response to my audacious proposal. We'd known each other for decades, but not as lovers.

Lucy got up and threw her leg over my lap, then sat down on my thighs facing me, her hands behind my neck. She kissed me as I ran my hands up her back through the fabric of her kimono.

Our tongued talked silently, the communication deep and meaningful. My head was swimming in powerful and unfamiliar emotions. Fantastic, pleasant emotions that seemed to rip the thick layers of pain and loneliness away.

Could it really be...love? That weird bonding of two humans that I'd heard so much about? I shouldn't have uttered the word out loud, but it was too late for regrets.

"Is that a hard on you've got down there?" she asked lustily.

"Yes." I said.

"Let's go back to bed." She suggested. "We can talk about that other thing afterwards."

She got to her feet and took my hand, leading me towards her boudoir like a lamb to slaughter.

Ace 2014

This story is fiction. Any similarity to persons living or dead; well, never mind that part.

  S end any and all comments to; storyace@hotmail.com