"I owe you one you jolly old elf" Tessa Orlara laughed in Lew Halston's ear while running her fingers through the white hairs on his chest. She had just cum powerfully for the third time. Little shivers of lust and pleasure were still racing through her body. She sat a top the younger man's body his cock still hard and hot in her wetness.

Lew hated to correct a woman almost twice his age but he thought some things needed to be said. "Tessa, you don't owe me anything. I am never jolly, happy I can do, but no JOLLY!. You know that I'm only 26 and the white hair is just a fluke. I am not related to any pint sized fairies."

Lew could feel Tessa smiling in the darkness. When she was happy her vaginal muscles could squeeze him incredibly. From the grip she had on his dick, he could imagine the smile that was on her lips. She insisted that they make love in total darkness, and he had surrendered to her requests. Tessa was an older woman, at least fifty years old. She had been disfigured in a fire two years ago. They had been lovers off and on since he had run away to her carnival at fifteen. Tessa had been running the psychic and mystic potion concession with the Mustapha Grand Carnival for most of thirty years.

Lew loved her in his own dysfunctional way. Even though they had never married, or stayed together for more than a few months at a time, he considered her his best friend, most trusted ally and a great lover. She was no longer the dark hared gypsy beauty he had first met. She now had burn scars, gray hairs, and a bit of a potbelly. Parts of her body were sagging that had once been taut and firm. Lew still felt she was one of the sexiest women he had ever had the privilege of bedding.

"It was good of you to drop by Lew". Tessa said with a bit of a lust soaked sigh laying her head on his chest. "If I have one regret, it's that we never got closer, we always seemed to be drifting with different winds". She clenched her vaginal muscles tightly around his cock and said "A woman could get used to having this monster of yours around Lew, I'm really going to miss it".

"You're not going to miss anything you horny gypsy, I admit I move from job to job a lot, but we always seem to find our way back to each other. Personally I think you used some of your magic spells and potions on me. I can never seem to get enough of your sweet hot loving." he said pumping his cock in and out a few times to remind Tessa that he was still there with her.

[Scittchcch Hissssttt!!] Tessa reached out and struck a match lighting a small candle on the headboard of her bed. It provided just enough light so that they could see each other's shadowed faces.

"No Lew, I never used my magic's on you, no potions either. I was good to a boy; the boy was good to me; the boy became the man; and the man is a good man." she said with a wistful tone. She lifted herself off his nearly ten inch long, two and a half-inch wide cock, with an audible moan. She wasn't the only woman to ever call his cock a monster. Many women found it too intimidating to even try. Luckily, for Lew, there were plenty of women who liked a challenge.

Lying on her side, her scarless cheek on his chest, Tessa lazily stroked his slick prick. She was a master of tactile manipulation and quickly brought Lew to the brink of his orgasm and then kept him there. It was a game they had played many times. He tried to force himself over and she tried to keep him just on the razor's edge.

"Uuummm shiitttt Tessa you know that drives me nuts, oohhhhh Kerrrrissttt that's good" he yelled.

Tessa kept him going for five full minutes. Sometimes she just held his cock, softly stroking its velvety hardness occasionally. Other times she just barely grazed her thumb along the underside. Sometimes she stroked it fast and hard and then stopped leaving it twitching in mid-air. Once she dragged one of her long fingernails up his dick and then fucked the point into the slit in his tip. Finally she raised her body and placed one of her nipples in his mouth. At the same time she gripped his prick at the base squeezing hard. She whispered a single word in his ear, "Cum".

Bucking his hips up and releasing what felt like a cup of sperm, Lew yelled his release. Only Tessa had other ideas. She held the base of his cock in a vise like grip. Tessa blocked the release of his orgasm and it drove Lew wild. It burned, it felt incredible, it held Lew in a state somewhere between heaven and hell. Tessa had done this before and claimed that she could use a form of magic that fed off the sexual energy she'd bottled up. Tessa had always claimed that Lew was special in some way she couldn't quite define. The minor magics she had used with him always seemed to perform better than expected.

Lew watched in amazement and torment as a soft sparkling yellow light formed around Tessa's hand where it firmly clutched his rod. It grew brighter and brighter as the pain and pleasure increased. Finally Tessa dove forward, engulfed the tip of his cock in her mouth and let his spray splash across her tongue.

"Arrrggjhhhh ooo fuuuuuuuuuuuuccccccccccccckkkkkkkkkkkk!!!!! !" Lew yelled.

Spurt after spurt of hot jism shot into Tessa's mouth and passed deliciously down and into her stomach. When Lew finally stopped creaming she licked her lips and made sure she captured a dollop of his essence on her tongue. Bringing her still glowing hand up to her mouth she let that sperm fall into her open palm. The sperm and sparkling light seemed to mix and the pearly white cream now had glistening golden lights shining from it. Tessa began to mutter words to herself.

Lew finally opened his eyes and watched in amusement as Tessa reached to a shelf beside the bed and pulled down an ornate glass bottle etched with arcane symbols. She laid it on Lew's chest.

"Open it Lew" Tessa said.

Lew unstopped the cork top from the bottle. It was three quarters full of some clear liquid. He expected to smell perfume when it opened but he didn't smell much of anything. Maybe, just maybe he smelled something, something like Cinnamon.

Tessa smiled seeing the questions in Lew's eyes. She tipped her hand and let the large drop of Lew's sparkling sperm fall into the bottle. For just a second there existed a raw almost animal scent of sexual rut in the air but then it disappeared and the drop dissolved into the liquid.

SNORT!. "What the fuck was that all about?" Lew asked.

"That, my Love, was me putting the finishing touches on my last Christmas present to you". Tessa said with a sad smile.

"What do you mean, 'Last'.......????" Lew said frowning. He was not happy about the resigned, depressed way that Tessa spoke those words.

Tessa pressed a finger to Lew's lips. "Hush for a minute, okay? I have some things to tell you and I want to get it all out at once.".

Pulling the blanket up from the foot of the bed over their bodies, Tessa snuggled in against the warmth of Lew's side. She laid her head on his strong shoulder. Her lips were nearly resting against his neck and ear. She breathed in Lew's sexy musky scent and regretted for the millionth time how little time they'd been together. She tried to organize her thoughts.

"Love I'm dying." she said as calmly as she could. Lew's frown deepened and real worry appeared in his eyes as he forced himself to hear Tessa out before asking the thousands of questions that were running through his panicked mind.

Tessa tried to say everything she had held inside till now. "Please listen. I have... Lung cancer and it's complicated by the damage done to my lungs by the fire. I breathed in a lot of fumes from that fire and they included silver oxide. The cancer is eating up my lungs and has already spread to other organs. The silver oxide has been slowly poisoning me and has made me too weak to survive chemotherapy or hope for a transplant. I don't have very long to live. Maybe a month... maybe two. I'm going to be deteriorating pretty quickly now and I don't want you watching that."

"What I want you to do is to say your good-byes to me and take this last present I've made for you. Then I want you to go your own way. I'll make sure the hospital contacts you when I've died. You can raise a glass to me and shed a tear if you must."

Tessa's voice grew stronger. Lew could tell that she wasn't happy but she hadn't given up either. Like every other situation in her Life, Tessa had given it thought; decided how she would deal with it; and then moved on to the next item. Lew knew that he could protest and make a stink about staying by her till the end, but it would just be for his benefit, not hers. She didn't want his pity and death had never really seemed to hold any fear for her. It would be another experience to have, to analyze, to pass beyond.

"Is there anything you want me to do Tessa?" he asked. "Do you have family you want me to contact?". His voice revealed to the women that he would go to Hell for her if she thought it would help.

"It's trite but ... be happy, ... think of me... sometimes, ... remember the good times, ....and know, really know, that I'll be watching over you." she said. "You don't need to worry about anything else. My family will know when I've passed on, so that needn't concern you. I've got the details handled. Everything I have will be sold and the money will pay for the Hospital., cremation and such. Anything left over will go into the Carny retirement fund. I'm sorry but I'm not leaving you much." Lew grunted to let her know that he disagreed, he felt rich just from the life experience she had given him.

"Well whether you agree or not, I hope you will appreciate my last gift to you" Tessa said pointing to the bottle she had recorked and placed on the headboard.

"I don't want to go into the details, it's all written down, but if you use it right, my gift should insure your happiness or at least your pleasure for many, many years to come." she said and smiled. "That little bottle contains my best magic, my best chemistry and just about everything I've ever learned about life and people. I want you to have it. You really don't need the edge it will give you but, we're Carny people you and I, and we both know that it never hurts to have an Ace Card when it comes to dealing with the rubes."

Silently Tessa prayed that the magic would work. Lew was no angel, but the hand he had been dealt, had never seemed fair to her. Long term child abuse, neglected as the youngest among seven vicious brothers, alcoholic parents, always on the move. He was very intelligent and inquisitive but he had little formal education. His hair had been snow white, since he was born. This almost guaranteed that he would always be treated as an outsider. She knew Lew as well as anyone did and she recognized that when it came to relationships he seemed incapable of establishing or maintaining a real one. Well if he can't manage a normal relationship, then with my potion he should be able to accomplish a phenomenal if truly non-normal relationship. she thought. It had already crossed Tessa's mind that before she died she could give this spell, the gift of her failing life-force. From what little she knew of the arcane arts, she believed this would greatly increase the potency of the spell.

Confused and upset, Lew managed to conceal his feelings. "It looks like you've thought of just about everything, Tessa. You did mention though that I could choose how to say good-bye." he said with a determination to bring a smile to the face of his truest friend once again..

Lifting her up on top of his body, he looked her in the eyes by the flickering candlelight. His cock was hard, as it always seemed to be around Tessa, regardless of the circumstances. He slowly pressed Tessa back and down onto his rod and felt her hot wet sex engulf and pull him in. Lew poured his heart into his love making, sex had always been his only real outlet for intimacy and honest sharing.. The act of sex was one of the few places he was totally comfortable. At the same time it felt like a sad type of good-bye and departure. He marshaled his emotions to give his full attention to what he was doing. Only Tessa's pleasure mattered. His own pleasure was secondary but always seemed enhanced, the harder he tried to please his partner. Tessa had taught him that, and so many other things. Many a woman had complimented him on his sexual skills, and dedication to giving better than he got.

"Ummmmmm Yesssss!!!" Tessa sighed marveling at this young man's mind-blowing ardor and extraordinary sexual techniques. She had to take some pride in the fact that she had been his first sexual teacher and that he had proved a very good student.

"If I have to say good-bye than it might as well be this way" Lew whispered slowly penetrating and spreading the wet folds of his first and best lover's sex. "If I have to say good-bye, let it be here where I can try to show you just a tiny bit of what you've meant to me.". He let his fingers drift from her hips up to her breasts and then to her face. Cupping it tenderly as he slowly entered and withdrew from her body he studied and memorized her eyes, lips and face. Words he meant to say; feelings he wanted to express; were silenced, lost in the shared intimacy of this single perfect moment, that both of them wanted to create and treasure.

As she rode him to higher and higher orgasms he turned his face and shook the tears from his cheeks. He wasn't sure which were hers and which were his. Good-bye my friend, my love, my teacher. Good-bye.

Nine weeks later a telegram reached him on a job site in El Paso. Tessa had passed away the week before.