On a warm Saturday morning, Anne Metcalfe wandered disconsolately among the busy shoppers in the crowded shopping mall. She felt as though her life had reached a critical moment. Forty-two years of age, her two children, son David and daughter Maureen, had left home during the past year to take up their lives, and a fortnight ago her husband Phil had announced that he was leaving her for Mavis.

This latter event was particularly humiliating because Mavis had been her closest friend, or she thought she had been her friend. Phil had been cheating on his wife with Mavis for at least two years before they got together.

Naively, she had accepted that Phil's frequent visits to Mavis had been because she had a couple of kids and no man in the house, and there were jobs around her house that needed a man's touch.

Still to be arranged was the division of the property; in the meantime, Anne continued to live on in a sort of emotional limbo in what had been the family home, and fortunately her work as a speech therapist in the hospital gave her a more than adequate income.

More than the physical aspects of the situation, it was the psychological effects that were weighing her down. Middle-aged and living alone, she felt unattractive and unwanted, and the fact that men in the mall turned to give her a second glance went unnoticed by Anne. In short, she was telling herself she was old and ugly.

She stopped to idly look into the window of a shop that sold swimwear. Prominently on display was an item that announced itself as "Brazen Micro." Anne assumed it was a minimal bikini, more remarkable for its lack of coverage than its presence.

Briefly, she tried to imagine herself wearing this G-string-like garment that barely covered the model's genital region and only just concealed its nipples. Smiling self-deprecatingly, Anne thought, "For a girl of eighteen, but not for an old back number like me."

Upon seeing the price tag, she nearly burst into laughter. How could they ask so much for so little? For a few moments, she was almost tempted to go into the shop and take a closer look at the garment, if it could be called such. They might even let her try one on, but she knew that behind the flattering remarks of the sales assistants, they would be laughing at her.

She sighed and was about to turn away when a voice said, "Anne, fancy meeting you here."

Recognising the voice, Anne turned quickly, exclaiming, "Clark, darling, you're back!"

Clark had been a close friend of her son David since they had first met at elementary school, and Anne had been almost like a second mother to him, especially after Clark's mother had died.

"Yes," Clark said, "I only got in yesterday; I was coming to see David this afternoon."

Surprised, Anne said, "Oh, don't you know? David has been away from home for almost a year. He didn't tell you?"

Clark, looking a trifle abashed, said, "Oh well, you know how males are about corresponding; we lost touch. What about Maureen?"

"Gone too," Anne replied.

"So, there's only you and Phil at home now?"

Anne was not inclined to go into her current marital situation in the mall, so, avoiding the question, she said, "So what are you doing back here? Your father has remarried and moved, hasn't he?"

"Yes, but when I got the two-year scholarship to the overseas college, I was more or less promised a place in the School of Medicine here—if I got through the college course okay—and here I am."

"You got through, okay, then?"

"Yes, it was tough going, but...well, as I say, here I am. Just between ourselves, I'm not too keen on my stepmother, so I'm not unhappy about not living with her and Dad; do you know she's years younger than Dad—twenty-two, and that's only three years older than me?"

"Yes, I had heard," Anne said carefully, and then, changing the subject, went on, "So you're doing some shopping?"

"No, not really. I just decided to have a look and see if the place has changed in two years, and you?"

Anne gave an involuntary glance at the shop window. "Oh, just window shopping."

Her movement drew Clark's attention to the window and the item it so prominently displayed. He stared at the item for a moment and then asked, "Are you thinking of buying Brazen Micro?"

Anne managed a slight laugh and said, "No, a bit too young for me."

Clark gazed at her for a few moments. She was wearing tight white denims and a baggy white cotton T-shirt, and in the manner of males, his eyes focused first on her long legs and then her tantalisingly jiggling unsupported breasts, and not for the first time, he imagined that beneath her garments there was a very desirable body.

"A pity," he said, "you'd look terrific in it."

"Flatterer," Anne chuckled, and then, changing the subject once again, she continued, "What about a cup of coffee?"

Clark glanced at his watch and said, "Sorry, I can't. I'm staying in a motel room currently, but I have an appointment to go and look at a unit, and so..."

"Well, your visiting doesn't have to be limited to David, so why don't you come and visit me this afternoon? After all, we used to be quite close before you went away." Clark looked at Anne tenderly and said pensively, "Yes...yes...we were close. So, what time shall I call?"

"You can call anytime, but shall we say two o'clock?"

"Two o'clock," Clark said with a smile.

"Until then," Anne responded, and they went their separate ways.

Anne went home a thoughtful woman. She was delighted to have met Clark again, but in her mind were thoughts of how things had been between them before he left on his two-year scholarship. She had said that they had been close back then, but close was perhaps too bland a word.

It had begun soon after the death of Clark's mother. His father seemed to be too bent on his money-making to either grieve properly himself or support his son in his grief. Anne took Clark in for two weeks, during which "the incident" occurred.

It was Anne's habit to sunbathe naked in an area of the back garden sheltered from neighbours' eyes. Although her family was accustomed to seeing her in this manner, they did not notice her habit, nor did they allow Clark to stay with them.

It happened that on the day in question, all the family, including Clark, were away from home, but Clark returned and sought Anne to ask her something. He had found her naked. If it had been Phil or one of the kids, it wouldn't have mattered, and for a moment, it seemed like Clark was fine.

He was fifteen at the time and experiencing his youthful sexuality. As he stood transfixed, looking at Anne, she could not fail to interpret the look of sexual hunger in his eyes. She covered herself up, but it was too late; he had seen her naked, and the desire it had engendered was to remain with him.

That marked a pivotal moment in their relationship. She was no longer simply the mother of his friend, who had a fondness for him; she was a woman-- a sexually desirable woman.

Clark returned home, but his visits with David continued, and again, Anne could not fail to notice the effect she had on Clark. He seemed to want to be near her rather than with David, and she could often clearly see his erections in her presence — erections that suggested to Anne that Clark had a very substantial manhood.

She told herself that it was just the familiar younger man-older woman syndrome, which was no doubt true, but in time it also became the older woman-young man syndrome.

It was from about the time of "The Incident" that Phil began to show signs of a lack of sexual interest in her, and this had led to an increase in her sexual interest in Clark. It was, after all, wonderful to have a young guy sexually attracted to her, just when she might have felt rejected by her husband.

Anne began to fantasise about having sex with Clark, and she became more and more aroused whenever he was around. She experienced heightened clitoris sensitivity, vaginal moistening in anticipation of penetration, enlarged nipples, and difficulty maintaining composure.

Despite these frustrating signs of her arousal, Anne remained optimistic about her marriage, had two children, and, in any case, Clark was not yet of legal age. In addition, there was an underlying belief that a sexual relationship between a woman in her late thirties like Anne and a man so much younger than her would not last. Anne was not the type of woman to engage in a one-night stand, so other factors worked against her engaging in anything overtly physical with Clark.

When Clark received his scholarship to attend a renowned university abroad for his senior year of high school, things were as they were.

Even though they had never discussed their growing sexual attraction openly, Anne was relieved when Clark left her life, despite her love for him and her desire to have him as her lover.

She reassured herself, "He is young and will get over me. And I will get over him."

Regrettably, it's not always true that the younger man will "get over" the older woman. Regardless of rumours to the contrary, Anne, like many women her age, actually increased her libido.

Now that she was a single woman, she questioned whether it had been a good idea to let Clark drop by. If his sexual interest in her had waned while he was away, his visit might have been social, but she wondered if his small compliments meant anything.

Finally, Anne shrugged mentally and told herself that she had invited Clark, and so there was no point in worrying about it, but the vision of the good-looking young man in the mall who had grown so physically attractive continued to disturb her.

At exactly two o'clock, Clark showed up, and as Anne escorted him into the living room, she asked, "How was the unit?"

"The location was in disrepair, and the rent they are demanding is exorbitant," Clark grumbled.

"Are you still on the hunt?" Anne asked

"Yes, but the rents are ridiculously expensive, as far as I can tell."

Anne responded, "That is true," before continuing to enquire about Clark's time at the university. For a while, he waxed lyrical on the subject and then went on to talk enthusiastically about his hopes for the future at the school of medicine. When that topic tailed off, he asked, "How's Phil these days?"

"You might as well know," Anne said, "Phil has left me, gone on to greener pastures."

"He's...he's left you!" Clark exclaimed, "How...why?"

"Oh, you know how it is, Clark," Anne replied, "middle age, a younger woman, off with the old and on with the new." She laughed bitterly and added, "There's a lot of the older man/younger woman syndrome about these days."

"Yes," Clark said thoughtfully, "and the younger man-older woman syndrome."

"You think so?" Anne asked with a sigh. She knew that even if Clark had "gotten over" her, she had not gotten over him. The old attraction was still there, and taking a chance, she said, "You know, Clark, I was very fond of you."

He looked at her steadily for a few moments and then said, "And I was very fond of you, Anne; I still am." He gave a rather shaky chuckle and went on, "I used to be very jealous of Phil."

"Jealous, why?"

"Anne, you must have known—you couldn't help knowing... I...tried not to show it, but..."

"It's all right, Clark; I knew, and it was rather beautiful, a young man like you wanting to..."

Both of them appeared incapable of uttering the necessary words.

After an awkward pause, Clark managed to say, "You said you were fond of me; are you still fond of me?"

'Yes...yes, I am Clark, very fond of you. I..."

Clark seemed to come to a decision and said forcefully, "Anne, I was in love with you; I still am. After seeming to come to a conclusion, Clark declared firmly, "Anne, I was in love with you; I still am. Throughout my time in college, I have been in love with you, constantly thinking about you..."

"Don't say that, Clark," Anne pleaded. "I'm more than twice your age, and however you think you feel about me, you'll get over me eventually, I promise."

"And if I would rather not get over you," Clark said vehemently, "suppose I want to go on loving you, wanting to be with you, wanting to be..." He broke off for a moment, looking fervently at Anne, and then, in his agitation, said impetuously, "Wanting to be your lover?"

Having said that, Clark's words seemed to hang between them like a guest that neither of them dared to acknowledge; Anne could see that they were at a pivotal point in their relationship, and whatever was said or done now would determine the future of that relationship.

In the past, the situation had hindered any sexual relationship with Clark, but now, she felt free. She was free of Phil and the kids; they had gone their own way, so who cared what they thought? Now it was time to change her life, and she was ready to do it.

She still thought that a relationship with Clark would not last, but she thought that many things in life do not last, including her marriage, so why not try to find happiness with him?

She didn't immediately say the words that would initiate a sexual encounter. Instead, she did it in a way that would leave the matter open.

"Clark, are you searching for a good place to stay?"

After telling Anne how he felt, Clark was nervously waiting for her answer, and her question caught him off guard. "Er...yes," he replied uncertainly.

"How would you like to live here?" Anne asked.

"Here, with you?"

Anne continued to skirt the core issue, saying, "Yes, I'm here alone, and there's plenty of room. You could have David's old bedroom and study."

Clark, somewhat confused by the change in direction, said, "I...I could...er...how much would you charge?"

"Nothing," Anne said resolutely, but then added, "If you're prepared to share the household chores."

"I could do that, but... you know how I feel about you and..."

"Yes, I know, Clark," Anne interrupted, but if you can live with that...if we can both live with it, I...I think we can...oh my God, Clark, I love you; I don't want to, but I do."

They had been sitting opposite each other in armchairs, but now Clark rose and went to her, and kneeling in front of her gasped, "Oh Anne."

He looked into her face and saw her eyes fixed on him—large, blue eyes. There were other things more obvious to any man, especially a young man in love: her full breasts, rounded hips, her plump lips and that hair, that glossy, dense, radiant dark hair

Anne stroked his face and hair, and when she spoke, her voice was soft and low, and her smile lit her face, and in Clark's eyes, she was lovely. "Kiss me," Anne said.

They had shared a kiss in the past, and as she bent over him, he brought his mouth to hers and kissed her as he always had. However, there was something new in her response that ignited him. They were passionate and breathless as they pulled away.

They kissed again, and this time the message was clear. Her tongue ran over his lips, tempting him to open them. As his lips parted, her tongue lunged in and began to explore every crevice of his mouth.

As their lips parted once more, they were breathless. Anne felt a deep longing, and Clark was equally eager; yet still they held back from fulfilling their desires.

"I bought a present for you," Clark gasped, and from his pocket he brought a small package.

Anne took the package and asked, "What is it?"

Clark did not respond directly but said, "I knew you'd look lovely in it."

When Anne opened the box, she saw "Brazen Micro.".

"Oh, Clark, I can't. It is not for me; it is for a young..."

Clark begged, "Please put it on for me."

"All right, now here?" What can I do?"

It was Clark who said softly, "Yes, you can. Let me help you."

He grabbed her T-shirt's bottom and began to pull it up. Since Anne was not wearing a bra, she felt weak and shy, which was a surprise. She whispered, "Please don't, Clark," but it was too late. He could see her breasts.

Clark whispered, "I always knew you had beautiful breasts," and then she undid her jeans. Anne stood up and let him pull them down, showing first her firmly cleft vulva and then her thighs and lower legs. Then her pants came off, leaving her bare.

Clark took the bikini and placed the delicate cups over her nipples and clipped the top into place; this procedure was followed by the bottom of the bikini, and like the model in the shop window, it barely covered her genitals.

"You look lovely in it," Clark said, "but I knew you would. Perhaps you could take a moment to see how it looks on you?

The only place to look at herself was in the long mirror in her bedroom, and taking Clark's hand, she led him there. Gazing at her reflection, she was uncertain about her appearance, but if Clark found her attractive, that was enough.

Clark was standing behind her and putting his arms round her waist; he said, "I want you, Anne."

She turned in his arms and kissed him, pushing his mouth open with her tongue. He unclipped the bikini top; it fell to the floor, and his hands found her breasts. She felt a pang of pleasure as he began to stroke her breasts and then her nipples.

Clinging to him, she said, "Come to bed with me." She drew him to the bed until they were sitting side by side. Pulling down the zip of his jeans, she said, "Let me undress you."

She undid the belt of his jeans and then the clip and started to draw them off together with his underpants. His penis exposed, she looked at it and said, "I thought you might be well-endowed. He stood to let her finish pulling his jeans off, and as she did this, he removed his shirt.

Again, sitting side by side, Clark began to fondle her breasts, and then, bending over, he took one of her nipples into his mouth and sucked. Anne started to stroke his penis until, with a sudden movement, she removed her nipple from his mouth, and bending over his penis, she took its head into her mouth.

Clark reached down to fondle her breasts again, and as Anne sucked his penis, she started to bring him to orgasm. He pulled back from her, saying, "No, Anne, no, not like this; I want to come in you properly."

Thinking, "There'll be other times he can come in my mouth," Anne removed the bottom of the bikini, and lying back on the bed, she spread her legs wide, ready for his penetration.

To her surprise, he did not immediately come into her; instead, he moved to kneel between her thighs and drew her legs over his shoulders. She knew what he was going to do; Phil had tried it once and had hated it, and now she tried to stop Clark.

"No, darling...no...don't do that to me...please don't." It was too late; he was already licking along the cleft of her vulva. "He'll stop when he tastes and smells me just as Phil did," Anne thought.

 But Clark didn't stop. His tongue penetrated beyond her outer lips to lick her soft inner lips and then probed into her moist interior, where he found her clitoris.

The muscles of her body began to tense for the climax. "Stop, you're making me come," she wailed, but Clark ignored her plea. She started to approach him, trembling like a tree in a strong wind, clutching his head tightly and pressing her clitoris frantically against his face.

It was over, and she lay limp and breathless. Clark leaned over her and kissed her mouth. Her feminine scent lingered on his face. She lay prone. Clark moved to lie between her thighs and she felt his hand on her vulva, opening it, then his penis nosing in.

"It's been so long, oh God, it feels so good," Anne moaned.

He began to move in and out of her, slowly at first and then faster. His face was above hers, gazing at her. Then he bent his neck and looked down their bodies to where they were joined. Suddenly, he slowed his pace, thrusting deeper. He looked into her eyes and said, "Kiss me while I come," and he lowered his lips to hers. She thrust her tongue into his mouth. His back arched, his head lifted, and he broke from the kiss. With a cry akin to a wild animal, she felt him surge into her.

"Oh God, no, don't make me. Don't make me..." Anne begged, fearful of having a second orgasm that she instinctively knew would be agonising, but Clark did make her. Her orgasm swept over her, and even while begging him to stop, her legs wound round him, holding him to her. As he emptied himself into her, Clark's hands were under her buttocks as they struggled together for ever deeper penetration.

At the height of his orgasm, Clark moaned as he pumped his sperm into her. "I could fuck you forever," he cried out, but his ejaculations came to an end.

Even though he was done, Anne kept pushing against him and pleading, "Do not stop...do not stop...I am still...oh, Clark, I love you so much...do not stop..."

After it was over, he stayed with her for a little longer and then took his penis away. So happy, he let out a deep sigh and lay down next to her for a while.

That is when Anne saw something unbelievable. Before kissing her breasts, he got down on his knees and kissed her mouth. He then kissed her private parts, which made her move her hips in response.

She was going crazy at the thought of him licking her there while it was still wet. She ran over right away and screamed his name until the spasms stopped. She felt totally adored and loved.

They lay there peacefully for a while. Anne said, "Why are you such a good lover?"

Clark said, "Because I love you," and then he went to sleep.

"I love you, too, my sweetheart. Sleep well," Anne told her sleeping lover. Then she closed her eyes.

Anne and Clark knew for sure that Clark would come to stay after their first afternoon and night together as lovers.

Anne remained dubious about their long-term future, telling herself that she would enjoy what she could of Clark. Most of her doubts came from the big age difference, which she did bring up with Clark. He said the age difference between his father and his current wife was even bigger.

He then said that a lot of young men these days are looking for older women, not just for sex but also for a long-term relationship or even marriage.

As they talked about this, Clark said he thought one reason for this was that older women are more open in a sexual relationship, and because of this, many children do not get the love and attention they used to get from their mothers.

"If," Clark added, "the cynics say that these young guys seeking older women are really looking for the maternal love they had missed, so what?" He called it a "double header" and explained, "You get a mother figure and a great lover all in one."

Some weeks after they became lovers, their relationship faced its first significant test. Anne was shocked to find she was pregnant. As they lay in bed, she explained to Clark, "Darling, I didn't think I could still get pregnant, not at my age."

Wondering whether Clark would take this opportunity to leave her, she told him that the doctor had told her she could easily get an abortion on the grounds of her age. It was Clark's turn to be shocked.

"You wouldn't, would you? Not that?" he asked anxiously.

"I thought you might want me to have an abortion; after all, you're very young to be a father."

"But if you have an abortion now, you might never get pregnant again."

Anne was baffled. "You...you don't mind...you want me to be pregnant?"

"Of course I do, but only if you think it's safe for you."

Anne smiled and said, "Darling, many women are delaying having children these days, some of them as old as me, and I'm perfectly healthy, and as long as you're happy about it, then we go ahead."

"Yes, we go ahead, as long as you're sure."

"I'm very sure, my love," a relieved Anne replied.

She began to stroke Clark's body, working her way down to his penis, which was already erect, and stroking it, she said seductively, "I think I deserve a reward."

"What?" Clark asked.

"I think you should come in my mouth tonight." With that, she moved down to his penis, took its head into her mouth, and continued to stroke it while suckling and licking.

Clark had been surprised to discover that Anne considered fellatio a special treat for herself, although he suspected it was partly because afterwards he gave her a treat, too.

As she sucked and stroked along his length, he felt his orgasm approaching. He put his hands behind her head, holding her to him, and started to jerk his penis. As he shot jolt after jolt of his semen into her mouth, he cried out, "I love you, Anne...I love you..."

When he finished, he kissed her, tasting his cum in her mouth.

"My turn?" Anne said demurely, and without waiting for a reply, she lay back and parted her legs.

Hottywendy