The crowds. The noise -- Jerry hated the shopping mall. "It's just not a pleasant place to be," he'd always say to anyone who asked.

There was only one thing he liked about the mall, and it's the reason he was there most weekends; the women. Teenagers, Twenty-somethings, thirtyish hot MILFs -- the mall has them all. And on a busy, warm day like this, he knew there would be plenty of women dressed in shorts, mini-skirts, and revealing dresses.

Maybe today someone will say yes, he thought to himself. He was 56, in decent shape, and was looking for some fun. And that's all it usually was -- looking, but no touching.

It was just before Noon, and Jerry was sitting near the entrance to the food court. Having been there several times before he knew right where to sit to have the best view of the people coming into that area of the mall. He had a large iced tea and a plate of Chinese food sitting in front of him. But those were mostly props. He was there to look at the ladies, fantasize, and maybe a little more if he found the right person.

Jerry didn't have a preference when it came to women. He loved short haired girls, but loved the feel of long hair. Blondes are nice, but he loved brunettes and redheads, too. And he didn't care what color their skin was, as long as it was soft and smooth.

A blonde haired college-aged girl caught his eye. She had long, straight hair, and was wearing black yoga pants and a shirt with "19". Must be from the local university, he thought. A few seconds later he watched her meet up with a group of friends and take off.

"Nevermind," he said aloud.

Dozens of women walked into and out of his view. Some were too old for his taste, others way too young. Come back when you're seventeen, he thought when he saw groups of giggly high school girls.

He started eyeing one petite dark haired woman when he heard a loud crash just to his right. He snapped his head around in time to see a plate full of food on the ground and a soda spilled all over the table and onto a woman's lap.

"Fuck," the woman said.

She was grabbing any napkin she could find to try and clean up the mess on her summer dress. She looked to be in her mid to late twenties. Nice long reddish/brown hair, with a little bit of a wave. He didn't really like piercings, but the little stone she had in her left nostril was kind of sexy.

"Just fuck me," she muttered again.

"If that's an offer, I accept," Jerry said, looking at her with a smile on his face. He got up out of his seat. "Here, let me help."

He grabbed a pile of napkins, knelt down next to her and started wiping the spilled soda off her freshly shaven legs. He lifted one of her legs and cleaned it off in a very caressing way.

"Ohh," she said, a little taken aback. "You don't have to...."

"Sush. I'm trying to help."

He grabbed her other leg and did the same thing, lightly squeezing her leg as he wiped her off. Actually, very little spilled on her, but Jerry wasn't going to let that stop him.

He looked into her big brown eyes and smiled again, then glanced down at her nice c-cupped boobs. Very nice, he thought.

He grabbed the tray of spilled food and cleaned the floor as best he could. "There you go," he said. "Now, please, why don't you join me and let me buy you another lunch."

"No, thank you. I can't do that."

"Humor me," he said. "And yes you can."

Jerry looked over her plate (she went to the Italian restaurant) and memorized what she ordered. Three minutes later he was back with her meal, and he was happy to see she was sitting at his table.

"Here you go. By the way, my name is Jerry."

"Hi, I'm Chloe. And you really didn't have to do this."

"I know, but it's good to do something nice for someone every once in a while. Today's your lucky day. So what brings you here?"

"I was supposed to meet up with my friend Anna," Chloe said between bites, "but she just texted me and said she wasn't coming. Something came up. We were supposed to have a whole girls-day-out together. Now, nothing."

"Well that sucks," Jerry said. "I'm sorry."

"Thanks," she said. "So, what are you doing here?"

"Me? I'm just a horny old dude here to leer at and chat with with beautiful women like you."

Chloe laughed, looked at him with curiosity and smiled. Is he serious or just making a joke' she wondered.

"So," Jerry continued, "let me ask you this, if you have nothing to do, what do you think about hanging out with me for the day? Do whatever you want here."

"That's nice of you, but..."

"But? Why not? Neither of us have anything better to do, right? I'll take you shopping. Think of me as your crazy, generous uncle who's buying you presents for all those birthdays I missed."

"No, I couldn't," she said.

"Of course you can. First thing, we'll get you a new dress. I can't have my "niece" wearing something wet and stained, can I?"

Chloe was hesitant. "Are you serious? You're not a serial killer, are you?"

He chuckled. "I'm a lover, not a killer."

"Well," she said, her voice trailing off. She was obviously thinking about it.

"Just one thing. If you're feeling really adventurous, I hope you don't mind some occasional inappropriate touching or lewd talk as we're going around the mall."

His comment caught Chloe off guard. But it also sent a tingle shooting through her. She sat silent for a minute. She'd gone out with older guys before, so that wasn't a problem. And the thought of doing anything sexual, even just talking out loud, in public, with a stranger, sounded exciting.

"Okay, why not," she said.

A throb now went through Jerry's cock. "Excellent," he said. He put his hand on her leg under the table and gave her a squeeze.

"This will be a fun day. Let's get started."

They both stood up. For the first time Jerry got a good look at Chloe's body. And he liked what he saw. She was about 5'2", definite c-cups for boobs, and a nice looking hips.

"Here, you got a little something on you," he said. He turned her around and ran his hand over her lower back and butt a few times, giving her a quick feel.

"That's better," he said.

Chloe liked how brazen this stranger was, and liked how he carefully copped a feel. Yes, this could be fun, she thought.

Their first stop was to get her a dress. She led him to a small shoppe she liked, not one of the larger chain stores that are seemingly in every mall in the country. He followed as she went from rack to rack, and every once in a while when they were out of view of other people he would reach out and touch her ass.

"Do you like it when guys tell you that you have a sexy butt," he asked.

"Of course I do," she smiled. "Here, what do you think of this one?"

She held up a colorful floral print dress next to her body. It was sleeveless, and about as short as the one she was wearing now.

"Let me check one thing," Jerry said. He stepped closer to her and put his hands on the dress and her boobs, and gave a little squeeze. "Perfect," he said. "The dress is nice too."

Chloe laughed, but she couldn't deny that his quick little touches were starting to have an effect on her.

Jerry ripped the tag off the dress. "Go put it on while I pay for it."

"Really?"

"Go," he said.

By the time Chloe got changed he had already paid for her dress and was waiting at the register. "You look great," he said, and pulled her close for a hug. She hugged him tightly.

"Thank you, uncle. What do I do with this?"

Jerry laughed. "Already taken care of. They'll keep your other dress for us until we're done shopping. No sense in carrying everything around, especially since I want to keep my hands free."

Chloe smiled.

They took off down the right side of the mall, and stopped in front of a shoe store. "Go ahead," Jerry said.

Within thirty seconds Chloe was showing him a pair of red high heels with a thin ankle strap. She had obviously been looking at them for some time, Jerry thought.

"Try 'em on," he said.

She sat down in a chair and he got down in front of her. He took off the flats she was wearing and slowly put one new shoe on her right foot. As he did so, he slid his hand up the inside of her leg, behind her knee and just up underneath the hem of her dress. She responded with a big sigh and even bigger smile, showing off her sparkling white teeth.

"That sigh for me or the shoe," Jerry said.

"The shoe, of course," Chloe said, and laughed.

Five minutes later they walked out of the store, and she was wearing her second present of the day.

"You know where we have to go next, right," Jerry said. He pointed to the upper floor. "A certain store up there, if you like."

They took the escalator to the second floor, him standing two steps below her so her ass was in front of his face. As they reached the top he put his arm around her and gave her boob a squeeze. She gave him a playful elbow in return, obviously not minding his touches.

This was going better than Jerry had dreamed.

Chloe was excited to enter the lingerie store. It was one of her favorite places to visit, but she rarely spent money there. Jerry followed her around as she touched the various lacy, silky, satin items. And as she touched them he lightly touched her. She looked at him a couple of times as she went through the racks.

He was getting hard thinking about how she would look in those items.

"Remember, I said anything you want," he said.

She grabbed a few items and seemed to skip over to the changing room. He followed, and took a seat near her room. After a couple of minutes she called out to him.

"Hey uncle, can you hold my phone for me."

She reached over the top of the door and handed him the phone. He looked at the screen and got another throb through his cock. She had taken a selfie of herself holding one of the panties discretely in front of her.

"Yes, I definitely like those," he said. He heard her laugh. So did a couple other people.

After several minutes Chloe came out. Jerry got out of his chair and embraced her. No one could see him reach his hand under her skirt and grab her ass and pull her close to him. He was happy to discover she wasn't wearing any panties at all.

"You know," he whispered in her ear, "I'm not sure if I want to start licking your pussy in the back seat of your car, or eat you out right here in the mall."

"Mmmm," she whispered back. "The car is too far away."

They couldn't get out of the store fast enough, and walked to a seldom used stairway Jerry knew about in a corner of the mall. Jerry pinned Chloe against the wall and their lips and tongues met in a fiery exchange. Jerry's hands were all over Chloe's ass and breasts, while Chloe reached down and began rubbing Jerry's cock through his pants.

"I can't wait to taste you," Jerry said. He dropped to his knees and lifted up the front of her new dress. He took a deep breath at the sight of her nicely trimmed bush, glistening with her wetness. He didn't bother with any soft licks and teasing, but went right for Chloe's clit. He kissed her hard and fast. He sucked on it hard, and flicked at it with the tip of his tongue.

Chloe held on to the stair railing with one hand and her boobs with the other, enjoying the electric sensations of Jerry sucking on her nub. The randomness of their hookup and the risk of being caught had her highly aroused, and when Jerry stuck one finger inside her, her body shook from a powerful orgasm.

"You liked that, huh," Jerry said as he slowly got up off his knees.

"Mmmm," she said. "Couldn't you tell?"

He laughed. "Yeah, I kind of figured it out. So, I think there's a lot more fun we can have in the mall, and I'm sure you're not done shopping yet, so if you're not too weak in the knees shall we see what else we can find?"

"Sure," Chloe said. She took hold of his hand and they opened the doors back into the mall.

The two of them went everywhere it seemed; the small candle store, a big chain that likes to put it's name all over the front of its shirts and sweaters, and the 'hot' store with all the trending topic things. As Chloe looked through one rack of t-shirts Jerry noticed two teen-aged boys looking at her. So he cozied up behind her, reached around and cupped her breasts. She instinctively pressed her ass back into his crotch, and as he played with her nipples he looked over at the two boys and gave them a big smile that said, Don't you wish you were me right now?

Their next stop was another small boutique. Chloe found a couple of dresses she liked and headed to the dressing room. Jerry followed, smiling at the ginger working behind the cash register as they walked by. As Chloe went into the dressing room, he took a quick look around, and slipped into the room with her.

Chloe started to giggle.

"Shhh," Jerry said. He helped Chloe out of her dress, and for the first time looked at her beautiful naked body.

"You are spectacular," he said. He pulled her close and kissed her deeply. His hands roamed across her naked back, down around the cheeks of her ass, and back up to her breasts. He rolled her nipples between his fingers as his tongue probed her mouth.

Chloe loved the feel of this stranger, loved the excitement of this totally random, sexy adventure. She reached down and was once again rubbing his cock through his pants. She loved how it felt, and she loved the sounds of enjoyment Jerry made when she touched him.

She moaned softly as Jerry's lips made contact with her nipple. As he kissed and sucked on her stiff tips, she managed to unzip his pants and slide her hand inside.

"Hey now, who said you could do that," Jerry whispered as he moved between one breast and the other.

"Did you want me to stop?"

"Oh hell no."

As she pulled out his cock and continued to stroke him, he reached down between her legs to rub her clit and lips. They rubbed each other a little faster and a little harder, but right at the worst time....

"Hello? Is everything okay in there?" It was the woman from the cash register.

Chloe and Jerry froze for a split-second.

"Yeah, we're doing good," Chloe said, while Jerry stuffed his quickly shrinking cock back into his pants. Even though she never tried them on, she grabbed two of the dresses and flipped them over the top of the door.

"You can put these back, thanks," Chloe said. "I'll take the other one I still have in here."

"Okay," the clerk said.

Jerry pulled Chloe's naked body tightly to his and gave her a strong, deep, kiss, and a light swat on her ass, before helping her back on with her dress. He quickly paid for the dress, told the clerk they'd be back for it, and they headed back out into the mall.

Only three doors away was a mattress store. It was one of those selling the inflatable mattress where you get to select your own setting. As they walked by Jerry spotted a young woman behind the sales counter. He quickly spun Chloe around. "Let's go in here. I have a question."

"Hi, how can I help you," the young saleswoman said. She was in her late teens or early twenties, just a little younger than Chloe, with short, dark hair, and a slender body. Her name tag said, "Lisa."

"Hi, yes, I do have a question," Jerry said, holding Chloe's hand. "We've just started looking at king size beds, and I've read a little about these. But there's one thing I haven't read much about."

"Ok," Lisa said. "I'm sure I can help."

"Great. It's about sex."

Shocked and surprised, Chloe squeezed Jerry's hand.

"Okay," the saleswoman said again, without missing a beat.

"See, I know some of these beds have a foam wall in the middle between the two air mattresses. Is that uncomfortable for sex? What I mean is," Jerry looked at Chloe, "my girlfriend and I can get quite active in bed and when we're going at it we're going from one side to the next and across, and I would hate to feel some hard ridge right in the middle of the bed as I'm crawling after her. Ya know?"

Chloe was squeezing Jerry's hand really hard, not quite believing what he was saying. Jerry thought he was going to fluster this saleswoman, but he was delightfully disappointed.

"Well, sir," Lisa said, "the first thing you need to do is make sure the air chambers are at the same setting. You won't like it if one side is softer than the other. I like it hard myself.

"That evens out the top as best as possible. That's about it. It's not too bad once you get used to it," she said with a knowing smile.

"Um, excellent," Jerry said. "That's all I needed to know for now."

"Thanks for coming in," Lisa said. "And, if you don't mind me saying so, if you ever interested in an in-home demonstration, here's my card and my number." She handed it to Chloe.

Jerry looked at Lisa, looked at Chloe, and looked back at Lisa again. "We'll definitely keep you in mind," he said.

"I can not believe you asked her that," Chloe said as they walked out of the store.

"Well, I wanted to know. Besides, I think she has a thing for you. I mean, she gave you her card, not me."

"Mmmm," Chloe said. "Wouldn't be my first time."

"Oh really," Jerry said. He felt his cock stir again at the thought of Chloe and another woman.

"Damn," he said. "You keep saying stuff like that and we'll have to find another changing room real fast."

It's a mall, so it didn't take long for the two to find another clothing store. She grabbed a couple of items at random just for show, but as soon as they found a dressing room their tongues were in each others mouths and their hands were all over each other.

Jerry found Chloe's pussy already wet, and he had no trouble sliding first one and then a second finger inside of her. Chloe gave a soft moan as his fingers entered her for the second time. She lifted a leg and put it on the little bench on her right to give him better access. She moaned a bit louder as his thumb rubbed her clit.

"Oh fuck!"

"You like that, eh?"

"Fuck yes," she said.

For the next several minutes he finger fucked her, slow at first then faster and faster, eventually curling his fingers just a little to find her magical spot inside. That's all it took for Chloe. She grabbed onto the wall and the top of the door as another orgasm rippled through her body.

As she was cumming Jerry pulled out his fingers, dropped down and put his mouth over her pussy. He wanted to taste more of the warm juices flowing out of her. He loved the taste of woman, and no one tasted more delicious than this woman did right now.

The feeling of his lips and tongue on her sent another mini-gasm throughout Chloe's body.

He drank up all of her juices, licking her clean, then stood back up and let her taste her cum on his lips. She sucked hard on his tongue, and as they kissed she started rubbing his cock through his pants.

"You don't have to..." Jerry started to say.

"It's about time you had some attention, don't you think," Chloe said. She paused as they heard voices and footsteps pass by the changing room door. "And besides, you did say we were going to do whatever I wanted today."

"Hmmmm, I did say that, didn't I."

"Um-hmm, and right now what I want is your cock!"

Chloe squatted down in front of Jerry, unzipped his pants, and pulled out his quickly hardening penis. She took the whole thing in her mouth, or at least as much as she could. She loved it when she could feel a man get hard in her mouth.

Jerry inhaled deep as Chloe's mouth touched him. It had been a long time since anyone had sucked on his cock, and his fantasy of picking up a woman in the mall and having sex with her was just a day dream. Now he was enjoying watching this beautiful woman swallow his cock.

Chloe knew just the right way to alternately lick and suck and stroke Jerry's dick. She knew when to go hard, and then back off, just to keep him on the edge. She teased the underside of his head, and gave little baby kisses down his shaft.

Jerry ran his fingers through her hair. "Fuck, you're incredible."

"I know," she said, laughing as she stroked him.

He really wanted to shoot his load into the back of her throat, but that wasn't how he wanted to cum.

"Stand up," he said.

"But I'm not done yet," she said.

"I know. I'm not done with you yet either, but...."

Just then Chloe's phone chirped. She grabbed it out of her purse to check the text message while Jerry tried to stuff his dick back into his pants without injuring himself on his zipper.

"Jesus," Chloe said. "It's my friend Anna, who I was supposed to meet up with today. Now she wants to hang out again, and wants to know if I'm still here at the mall. I guess she's here somewhere."

Jerry held out his hand. "May I see your phone?"

She placed it in his hand, and he started typing a message. When he was done, he handed the phone back to Chloe.

"I think that will take care of it," he said, "though I'm sure she will be blowing up your phone demanding to know details."

Chloe looked at her phone and read the message he sent.

"Sorry, can't right now. With my Uncle Jerry. He's been eating me out and wants to fuck me somewhere in the mall. L8R."

Along with the text was an eggplant and peach emoji.

"Oh my god, you didn't," Chloe said, and started laughing. Within seconds her phone chirped again and again. Several messages in a row.

"WTF!"

"Are you serious?"

"Your UNCLE?"

"Where are you?"

Jerry looked at the messages and laughed. "Ignore her," he said.

They kissed one more time and headed to the big anchor store at the end of the mall. Plenty of stuff, and plenty of out of the way places that aren't often visited by employees looking to make their sales quota.

Jerry had a place in mind near the men's suits, and after wandering around a couple other areas, they found a spot back by some out-of-season clothes where there no customers or employees could be found.

"Take a look in this rack," he instructed Chloe. He took a quick look around, dropped to his knees again, and flipped up the back of her skirt so he could lick and kiss her bare ass.

"Oh fuck," Chloe said as his tongue hit the crack of her cheeks. She grabbed onto the rack with both hands as he spread her cheeks apart and buried his nose and tongue into her.

"God damn you have a sexy ass," he said. He lightly spanked then kissed both cheeks, trying not to be too loud and attract any attention.

His cock was hard and making an uncomfortable tent in his pants. He stood up, undid his pants, and started rubbing Chloe's ass with his cock.

She gasped and, just like she did in the store when he grabbed her tits from behind, she arched her back a little and stuck her ass out.

Jerry didn't bother to look and see if anyone was around, he slid the tip of his cock down the crack of Chloe's ass and between her legs, then back to her wet and ready pussy. He teased her lips by just lightly pressing against them, then backing off. He did this three or four times until he popped just the head into her.

"Fuck yes," Chloe whispered.

He slowly pressed all seven inches into her, and held himself inside without moving. "Your pussy is perfect," he said.

Slowly he backed out, then slowly pushed in again. And again. Each time he picked up the pace a little, until he got into a good piston-like rhythm.

Chloe dropped her head down and was softly moaning, "Yes, yes, oh my god."

He had to stop at one point when it looked like another customer might come their way, but when he didn't Jerry started thrusting into her once again, this time harder and faster. He knew he wasn't going to last much longer when Chloe said, "Fuck me harder. I'm gonna cum."

Jerry's balls tensed up. He made one last, deep thrust and held it deep as he erupted inside her.

Seconds later Chloe orgasm hit, the feeling of Jerry's throbbing cock and cum in her sent her over the edge for one of her most intense orgasms ever.

"Oh my god, oh my god, stay inside me," she said, still gripping tightly to the clothes rack. She let out a long, slow moan of pleasure.

Buried deep inside her, Jerry reached around and started rubbing her clit with the tip of his fingers. His touch had the desired effect and in seconds triggered another orgasm for Chloe.

He reached up and cupped her breasts, pulling on her rigid nipples, sliding his hands down her sides and caressing her hips. He stayed inside her as long as he could before his shrinking cock slipped out of her cum-filled pussy.

"Holy fuck," was all Chloe could say while trying to catch her breath.

After zipping himself up, Jerry pulled a handkerchief from his pocket, got onto his knees, and carefully cleaned up the juices that were starting to trickle down Chloe's leg.

"That was so fucking intense," Chloe said, still trying to catch her breath. "And I can't believe we didn't get caught."

Jerry stood up. "Oh, I'm sure there's some guy who had a thrill watching us through a security camera, but yea, this was a dream come true. And so are you!"

"So," Chloe said, smoothing out the front of her new dress, "what else do you have in mind today, "uncle"?"

"Well, I'm getting a bit thirsty, so why don't we get all the bags we left behind and head back to the food court for something. And maybe we can find your friend Anna and you can introduce her to your "Uncle Jerry" and tell her all about what we did today."