I met Catherine when I was 16 and she was 14. She had a high school crush on me, a shy, skinny boy who she had seen playing basketball in her neighborhood park. We were introduced by a mutual friend, and spent a few hours that first day just talking on the swings, until her mother called her in for dinner.

Catherine was a beautiful girl, with deep brown eyes, dark brown hair, and an hourglass figure even at her tender age. Though we dated for a few months, we never went farther than kissing before her father was transferred to another city, spelling the end of our brief love. Though I wrote her a few letters, she never responded. I always believed that her mother had a lot to do with that, as she never approved of our relationship.

Eventually, I moved on, not bothering with anymore attempts to contact with her after that. I had my share of girlfriends, lost my virginity at age 18, even got married. But I never forgot Catherine's lovely smile, soft hands, and angelic voice. I went to college and got a very good job after graduation. My marriage came just weeks after graduation to a girl who was the opposite of Catherine in so many ways. I think I was looking for a replacement that wouldn't remind me of Catherine, and found her in my wife. She was very slim, with light brown hair, A-cup boobs, and no ass to speak of. She also seemed to be as interested in big houses and big cars and her shoe collection as she was in me. Eventually, the money that she spent ate our savings up, the arguments started, and after five years, the divorce came. At least we didn't have children to further muddle up the picture.

I moved to a small town, picked up the pieces, and began rebuilding my life, swearing off women forever. Who needs a wife? And love? And commitment? Those things were obviously not within my reach, so I decided not to worry about them. I settled into my new life, a slower-paced, small town atmosphere, and was quite happy with that, thank you very much. Oh, sure, I dated this woman and that; my career made me an eligible bachelor, and I managed to outgrow the skinny frame I sported as a teen. But I was determined not to get involved.

Then one fateful day, I had gone to a fall festival in a nearby town, with lots of singing, tons of local food (which was usually pretty good), and exhibits from all sorts of vendors and others wanting donations to support their particular cause. I ate my fair share of funnel cakes, hot dogs, soft drinks, candied apples, listened to the music for a while, before walking past the various displays.

I spoke to everybody I recognized until my voice was beginning to get hoarse. I decided that I had had enough fun for one day, and began making my way to my car, when suddenly, a vaguely familiar voice called my name.

"Bob?" It was a female voice, and I was sure she was going to give me a card with her home phone number on the back, wanting a date. Nonetheless, I turned around. No need to be rude.

When I saw her, I nearly fell over. I could never forget those high cheekbones, that smile, that figure...

"Catherine?" When I said her name, she broke into a wider smile, and ran to give me the tightest hug I have ever received. "What are you doing here?" I asked. This small town festival was the last place on earth I would have expected to see her.

"I live here" she responded. "Moved here about three years ago. Better question is 'What are you doing here?'"

I explained where I was living. "I moved there after my own divorce. Set up my own business that is moving right along. Strangely, I also moved here about three years ago. So we've been in the same county for three years, and are just now running into each other. That's just weird." God, she was just as beautiful as when I last saw her, except that her figure was now more in proportion to her height and age. I couldn't help but notice her nipples were erect, too. Is she braless? It sure seems so.

We exchanged small talk for a few minutes, then decided to get together for dinner at a local restaurant that she was familiar with. If she recommended it, I was sure the food would be great. We hugged tightly once more, then parted company again, after I got her address and phone number.

I nearly wrecked the car getting home. 'I can't believe it's really Catherine' I thought to myself. 'How could we have been living in nearly the same place without knowing it?' I was brought back to my senses when I let the car slip onto the shoulder of the road. 'Careful, you have a date tonight' I warned myself. 'And this is one that you're actually looking forward to.'

I made it home safely, shaved and showered, even jerked off a bit (but did not cum, just in case). When I finished, I called Catherine and let her know I would be there in 15 minutes.

"I'll be ready" she answered brightly. My car couldn't get me there fast enough, but I managed to get there without speeding or running off the road again. I arrived at her house, a small two-story frame house with new siding and smoke drifting from the chimney. I pulled into her driveway and before I could get to the door, she had opened it.

Catherine was smiling from ear to ear as she hugged me again. She wore a light blue dress with a plunging neckline giving me a good look at her boobs without getting her in trouble. It had little sparkles all over, and a gold necklace to top it off. It was form-fitting, revealing all her still sexy curves, and her hemline came down to mid-thigh. If she was trying to turn me on, it worked. I just hoped I could control my cock, which was trying its best to get hard.

Dinner was wonderful. We spent two hours talking about what had happened since her move. Her mother, true to what I thought, screened her mail and did not allow Catherine to see any mail from me after they moved. She moved out upon graduation from high school, attended college as far away as she could get from her mother, earned her teaching degree, finally moving to this area after her mother had died. We exchanged horror stories of each other's first marriages, laughed a lot, and finally left long after we should have.

"Would you care to come in for some coffee?" she asked. Catherine already knew that I would say yes. I would have come in for some carrot juice, as long as I got to spend some more time with her. She went into the kitchen and began filling the coffee pot when I heard a thump from upstairs.

"What was that?" I asked, a little concerned.

"That was the only secret I have kept from you. It was my daughter, Callie. She's 19 now, and working some before she goes to college. She's really a great kid, hasn't really given me any trouble. Would you like to meet her?"

"Of course" I responded. Catherine walked to the stairs and called for Callie.

In just a moment, a gorgeous teenager bounded down the steps and stood beside her mother. Callie face was a carbon copy of her mother's, and though she was wearing loose-fitting clothing, I could tell that her body was just as sexy as her mother's. When the introductions were made, Callie said "I've never Mom so excited about going to dinner with anyone before. She must really like you, Bob." She grinned as her mother turned three shades of red.

"Callie!" she exclaimed. Catherine playfully slapped her daughter across her ass, but Callie shot right back.

"Well it's true, Mom. You've been acting like a little girl since you got home." Callie grinned again, but stepped out of arm's reach this time.

"OK, Callie, enough embarrassing me now. Would you like to join us for coffee?"

"Thanks for the invite, Mom, but I think I'll pass this time. You have too much time to catch up on to want me here. Bob, nice to meet you--I think we'll be seeing more of each other later." Callie smiled sweetly, then ran back up the stairs. The coffee was ready, and we each got a cup and sat on the couch. Catherine put on some music, and we talked like there was no tomorrow.

Eventually, Catherine got tired, and leaned against me. I put an arm around her, and because of the position we were in, my hand came to a rest against her boob. I started to move it, but Catherine beat me to the punch, grabbing my hand and placing it directly on her boob. Immediately, my cock began to grow. I knew she could feel it, but rather than be embarrassed by it, she just smiled contentedly.

I was emboldened by now, and began to apply a little more pressure to her boob. She moaned with this action, and snuggled closer still. Again, she grabbed my hand and moved it inside her dress, directly on her boob. I felt her hard nipple, and began rubbing it with my fingers. She moaned again, and said "You're making me wet, Bob. I just wish we'd done this when we were teenagers."

I could only smile and reply "If we'd done this as teenagers, you'd have had a child a long time before you did." Catherine smiled sweetly, and closed her eyes as I continued stroking her tits. Her boobs were still firm, and the nipples looked and felt like erasers. The areolas were very light colored, the nipples a darker pink. Her skin was smooth and warm.

She reached up and pulled a small blanket off the back of the couch, covering herself up. Once more, she shifted positions, moving  so that her head was on the arm of the couch. She loosened the tie around her waist, and pulled her dress open. My other hand moved down to her legs, stroking one thigh, then moving to the other, finally landing on her crotch. She had nylon panties on, and the crotch was already wet. I could feel the heat of her pussy through her panties, and stroked up and down her slit with my middle finger. This elicited a moan from Catherine, and I continued stroking her panty-clad pussy lips. Further up was her clit, and I moved my finger up to stimulate her most sensitive area while twisting her nipple with my other hand. With my first touch, Catherine lifted her ass off the couch and started cumming. Quickly, her panties were soaked, and her love aroma permeated the room.

Just then, we heard Callie's door open. I pulled my hand from under the blanket as she came down the stairs.

"Sorry, I don't mean to interrupt" Callie said brightly. "I'll be gone in a sec." She walked into the kitchen, got a glass of milk, and hurried back upstairs. I noticed her looking back down at us as she left the room. She must have smelled her mother's pussy aroma.

"Maybe that's a sign that we need to call it a night" whispered Catherine. "I don't really want to, but let's get a little more privacy before we go any further." She must have seen a disappointed look on my face, because she rolled over and pulled my zipper down. Under the blanket, she pulled my cock from my underwear, and began giving me head.

"I'm going to cum soon" I warned, and Catherine squeezed the end of my cock, interrupting my orgasm. Once the urge passed, I said "It's OK now," and she released her hold on my cock head. She tucked my dick back into my pants, looked upstairs, then sat up to straighten up her dress.

"Next weekend, how's about we get together here again?" Catherine asked. "Callie will be with some friends, and we'll have all the privacy we need."

"Sounds great to me!" I responded enthusiastically. We set the time for our next get together, with Catherine even promising to cook dinner. Then she walked me to the door, embraced me, and kissed me passionately. "I had a great time tonight, Bob. I hope you're not too disappointed."

"Disappointed? This was the best evening I've ever had with a woman. And I have another to look forward to already. So other than a case of blue balls, I'm great!" I laughed as I said this, and her concern disappeared.

When I got back to my house, I was still reflecting on the events of this evening. 'Though I didn't get to see her completely naked' I thought to myself, 'I have that to look forward to next week. And I know that I can make her cum just by my finger, so she should have no trouble with my 7" cock inside her. And she likes to give head, too. I'm just not sure I can make it to next Friday evening.'

When Monday rolled around, my receptionist asked me what was wrong with me. "Why do you think something's wrong?" I asked her.

"Well, something's different about you, that's all I have to say. I don't know what it is yet, but I'll find out." She smiled as she said that. She was old enough to be my mother, and sometimes acted like it, but she was still fun to have around.

The day went by without any problems, except that I had Catherine on my mind all the day. That's not really a problem, since I could still do my work all right. But any time there was a break, her beautiful face, her sexy body, her lovely daughter...

What??!! How did Callie get into this? Catherine is the one that I want, not someone a generation younger than me. I steered my thoughts back to Catherine, and the feel of her boobs, the smoothness of her legs, the aroma of her pussy. Oh, God, my cock is growing. I need to think about something else.

Finally, the end of the day arrived, and I headed for home. On the way, I let my thoughts return to Catherine. Dark brown hair; stunning brown eyes; pink nipples; smooth-as-silk thighs. As soon as I got home, I pulled my pants down and started stroking my cock. I pictured Catherine's lovely body, and my orgasm quickly approached. I aimed my cock directly into my toilet, and began projecting my cum into the bowl. I had to hold onto the towel bar to keep from falling into the toilet.

That night, I dreamed of fucking and sucking seemingly all night long. Most of those dreams were idyllic, but for the last one. The last one was of Callie. I could see her, naked before me, beckoning me toward her. I could see myself approaching her, see her reaching out for my cock, could feel my cock grow in her hands, saw myself cumming...

Then suddenly, I woke up, realizing I'd had my first wet dream since I was a teenager. Once more, Callie had crept into my psyche. 'How do I stop this? It's Catherine I want, not her daughter!

I got out of bed, looked at the time, and saw that the alarm was about to sound, so I got up, showered, and changed underwear. When I drove to work, my thoughts changed back to Catherine once more, and I spent another day with thoughts of her at every spare moment.

Tuesday night, more dreams of Catherine, but this time, none of Callie. No wet dreams either, thank heaven.

Wednesday was just the same, with every free moment thinking of Catherine and of the weekend to come. "I have an idea" I said aloud to nobody in particular. "I'll call Catherine and talk with her for a while this evening." Driving home was suddenly much easier with that in mind.

I could hear the phone ring in my ear, and knew that Catherine would surely be home by now. Then I could tell that it was being answered.

"Hello?" came the sweet voice on the other end.

My heart sank for a moment. "Hi, Callie, this is Bob."

"Oh HI, Bob! What have you done to my mother?"

"What do you mean, Callie?"

"Nothing, except that she's been walking around all week humming and smiling and watching romantic movies. I blame you for her uncharacteristically upbeat mood, and you need to tell her to tone it down. Got it?"

I wasn't sure quite what to make of what she said until I heard her giggle, very much like her mother's, then I knew I was being teased by a 19-year-old.

"Very funny, Callie.

You have your mother's sense of humor, I see."

"Is that a bad thing, Bob?" she asked.

"No, not bad. Just an observation. Is she available?"

"For what?"

"For talking to me on the phone."

"I'll have to ask her. She's in the tub, and it can be hours before she comes out." I heard her talking, but apparently her hand was over the mouthpiece, preventing understanding. Then suddenly, Catherine's voice was on the phone.

"Hi, Bob. I hope Callie didn't give you too much of a hard time."

"No, not at all. She's being a 19-year-old, that's all. Anyway, how are you?"

"Naked. How about you?"

"Clothed, I'm afraid. I just wanted to hear your voice again. I guess I'm missing you."

"That's so sweet, Bob. I'm counting the hours till Friday. I hope you can still make it."

"Make it? I just wish I could make it tonight, but there's a time and a place..."

"Yes, that's right. But don't lose your touch, if you know what I mean. I want more of last Saturday's treatment from you."

Bob could feel his cock beginning to harden. "You know, I'm getting turned on just hearing you talk like that."

"And I'm getting wet just hearing you say that" she echoed. "Keep thinking about me for two more days. Friday will be here before you know it."

"I can't wait." And with that, Catherine and I hung up our phones. I thought I'd never make it to Friday, though it was really just a short time away. "I need a shower" I said to myself, and walked into the bathroom. I turned the shower on, adjusted the temperature, and stepped in. The water felt so good as it cascaded over my body. I closed my eyes and imagined myself on Catherine's couch last week. I could feel my cock hardening, and I used my soapy right hand to help it along. Slow strokes at first, then faster, as I felt my orgasm approach. Then when it came, lines of cum shot from my cock onto the wall.

That night, I dreamed frequently again. This night seemed to have more dreams of Callie, the same one every time, and the same as before. The last dream in particular seemed almost too real. I saw myself reaching out to her, touching her breasts, stimulating her nipples, massaging her ass. Then finally, she pulled away, pulling me toward her with her hand on my dick, rubbing it until finally...

I awoke again with my shorts covered with cum. Like before, I awoke just before the alarm was to go off, and so I headed straight for the shower. Once I cleaned off, I had to wonder again why I was having wet dreams, and why those dreams were of Callie rather than Catherine!

Friday evening couldn't come soon enough. I arrived at Catherine's house at 7:00, and she hugged me harder than I'd ever been hugged before. I noticed that she was wearing a white peasant shirt, unbuttoned to below her heart level, and her boobs were almost in plain view. She was also wearing a loose skirt that fell to mid-thigh. I was certain that she was braless, as I could see her nipples poking through her shirt. I wore a golf shirt made of sateen, and walking shorts. She asked me to remove my shoes at the door, and we both were barefoot the rest of the evening.

Even though it wasn't cold outside, Catherine had built a fire in the fireplace, and we shared dinner on the couch in front of the fire. Again, we had so much to talk about, and two hours had gone by before I even thought to check the time. I took the opportunity to clean up the dishes when she went to the bathroom, then stoked the fire again as she returned to the living area. Catherine looked through her CDs, and found one with romantic hits from the 70's. We settled down right beside each other, and as she leaned against me, I was able to see inside her shirt to her right breast.

As I watched, her nipple seemed to grow right before my eyes. As I watched it grow, my cock also began to lengthen and harden almost in time with her nipple. I wanted to reach down and begin playing with it, but resisted the temptation for now. We talked for a while longer, and I kept stealing glances down her shirt, keeping my cock hard. After a while, she shifted, now lying on her back. Her shirt pulled up a little, revealing a flat tummy that I couldn't keep my hands off of. I massaged her abs for a while, then I noticed that she drew one knee back, causing her skirt to slip most of the way down her legs. Her hand was on her skirt, preventing me from seeing what her undies looked like. Finally, she rolled over in order to touch my cock, and I saw part of her ass. I still wasn't sure if she were wearing thong undies, or none at all.

She undid the button on my shorts, and pulled the zipper down, releasing my stiff cock. Her soft hand moved up and down the shaft as she built my sexual energy up to a boiling point. I took the opportunity to reach out with my right hand, and began massaging the portion of her ass that I've been able to see so far. As she continued stroking, I moved her skirt up higher, revealing her entire ass sans undies.

For better access to my cock, she turned on her side, and I continued to gently rub her ass before moving around to her pussy. As I pulled her skirt up to her waist, I noticed that she had shaved all the hairs from her cunt, except for a small tuft on her mons. My cock in her mouth felt heavenly, but it was difficult for her to continue in this position, so she stood up, pulling her shirt over her head as she did. Her beautiful boobs with their erect pink nipples were now before me in all their sexy glory, and I would have sworn my cock grew a little more at the sight. I started to pull my shirt off, but Catherine stopped me, preferring to remove it herself. I held my arms up to allow the shirt to come off easier, and then she bent over to lick my nipples. They're not particularly sensitive, but just the sight of her doing this to me was enough for me. At the same time, she pulled my shorts over my ass, and they dropped to the floor with my underwear. 

I reached out to her boobs, rubbing and tweaking them with my fingers. She moaned for a second, then moved my head to her boobs. I started sucking, then lightly dragging my teeth on them, eliciting another moan from her. "I'm really getting wet, Bob" she whispered. I took the hint, pulling her skirt over her ass and down her legs. She stepped out of it, then laid on the plush carpet in front of the fire, pulling me with her. Her legs were spread wide, exposing her swollen inner lips, as she said just one more thing to me. "Fuck me now."

I needed no more invitation, and immediately knelt between her legs. She reached out, grabbed my cock, and shoved it between her pussy lips. Catherine was so wet that I slid in to the hilt so quickly that it surprised me. She reached behind me and grabbed my ass, making sure I was in all the way as she said "OH, GOD! I'm cummminnng, keep it in me!!" I could feel her cunt muscles convulsing around my cock. Eventually, she released her tight hold on my ass so that I could begin my in and out movements. In only a few seconds, her cunt began squeezing my cock as she came again, inhaling deeply then suddenly exhaling. I continued my movements, remaining deep inside her pussy, and in just a few strokes began cumming in her pussy.

"I'm cumminnng, Catherine!" I shouted as my cock emptied its load of jism deep into her cunt. I could feel her muscles spasming again as she came a third time. Finally, I collapsed atop her with my cock shrinking now. We held each other tightly and kissed, my tongue dancing with hers as we came down from our coital bliss.

Finally, I rolled off her as we were both warmed by the fire in the fireplace, as well as the fire within each of us. As we finally caught our breath, we talked about missed times over these years. "It's probably good that I moved away when I did" she said.

"Oh? Why is that?"

Catherine answered with the beautiful smile that she's had all these years. "Because I would have had to fuck you by force, if necessary, long before we were out of high school" she replied.

"Trust me" I began. "Force is the last thing that would have been necessary." We both laughed, then sat up. "Now I've gotten hungry from our workout."

"Me, too" she echoed. "Let's go to the kitchen and round up something to snack on."

We both walked into the kitchen without clothes, scoured around in the fridge for a little, then moved back into the living room for some refreshments. I could still detect the aroma of our sex in the air as we sat in front of the fire again. At one point, Catherine caught me staring at her.

"What are you staring at?" she asked.

"What do you think?" I replied. "When a beautiful woman such as you is naked in front of me, I can't help but look. Your boobs are perfectly shaped, with long, sensitive nipples. Your ass is like an athlete's in form. Your belly is so flat, and your pussy--so responsive. Yeah, I have a lot to look at."

She smiled, embarrassed at his judgements. "Well, what about you? Your chest is so muscular below that charming smile. Your own belly is flat, too, and your cock--perfect in every way. About 6 or 7" long, not too thick, easy to suck on or to fuck. And your ass is wonderful to feel, especially as it is flexing and relaxing, pumping your cock into my pussy."

Now it was my turn to be embarrassed. I had never had anyone size me up verbally before, and I guess neither one of us was used to it.

"Thank you for the compliments" I said. But all this talk about our bodies has gotten my cock hard again..."

"I noticed" she interjected with a smile. "I think I need to do something about that." She gently pushed me onto my back, and began sucking my cock, getting it back to its full length and hardness. As she did this, she swung her legs on either side of me, pointing her bald pussy lips directly toward my face. Catherine kept up her motions on my cock as I began attacking her pussy, first sucking on one side, then the other. I watched her inner lips swell and sag from between her outer lips as her clit swelled and hardened right in front of my face.

I moved my lips from her pussy hole to her clit, then attacked it, sucking on it with my lips gently at first. I used my tongue tip to lick in circles around her clit, then the flat part of my tongue pushed it up as I licked slowly. Catherine moaned softly at first, then louder as I continued my assault on her clit.

"Bob, I'm about to cum!" she said as her breathing started coming in gasps. I stuck a finger into her pussy as I continued my oral assault on her clit. Suddenly, she threw her head back and cum began flowing from her cunt, not spraying, but coming in waves in time with her muscle spasms.

"S-O-O-O  G-O-O-D" she moaned as her flow decreased and she came down from her orgasm. Then she attacked my cock once more, dragging her teeth gently over the crown as her hand continued to pump my cock.

"I'm almost there!" I told her, and she quickly switched positions, sticking my cock inside her still-spasming cunt, leaning on her hands on my chest, and beginning up and down movements. Within four or five strokes, I began cumming.

"I feel your cum hitting my pussy!" she shouted. In just a moment, her pussy began its spasms once more as she came again. I could feel her juices flow down my cock shaft and balls as her cunt slapped against my body. I reached up and grabbed her tits, pinching her nipples, and inducing another orgasm from her.

When her hands relaxed, so did her pussy muscles, and my cock slipped out of her cunt. She fell against my body, her boobs trapped between us. I reached down and gently massaged her ass when I thought I saw movement in the background. I looked closer, and seeing nothing, decided that it was just my imagination. We laid silent with Catherine atop me for several minutes before she sat up again.

"I must be getting old" she said.

"Not that I could tell" I reassured her.

"I just feel exhausted now" she revealed. "I'm not sure if I can even stay awake for much longer." She pondered her next move, then said "Would you like to stay the night? Since Callie's gone, we'll have the house to ourselves."

"I'd love to stay with you tonight" I replied.

Catherine took me by the hand and we retreated to her bedroom. As we walked down the hall, Catherine said "I thought Callie left her door open tonight."

I pondered my next move, then said "Don't be surprised if she's here. I thought I saw something move on the steps after our last session."

"Oh, God! She saw us making love?"

"Maybe, or maybe she just came in right after we finished. Either way, we were both revealed to her in all our glory, if that was her."

Catherine pondered this new possibility for a moment. "That won't change my invitation to stay the night. Just come into my room and find a bathrobe." Catherine was nearly as tall as I am, so finding a robe that fit was not difficult. She slipped on another robe and decided to check and see if Callie was indeed home.

"Callie?" I heard her say. Catherine knocked, then opened the door. Callie was on the bed, watching TV. "When did you get home?" When Callie hesitated, Catherine then asked "And what did you see?"

Callie giggled, then said "I've been home for just a few minutes, and let's just say that I know what Bob looks like in his birthday suit."

"Honey, I'm sorry, I didn't think you'd be back for another 12 hours."

"Some of the girls at the sleep over were being real bitchy, so a few of us just left. And don't worry, Mom. I'm not traumatized or anything. I've been hoping you'd find someone like this for years now. I just didn't expect that I'd find someone like that, if you know what I mean." Callie giggled again.

"So what's so funny?" I asked, startling both ladies.

"Other than the fact that you're wearing a woman's bathrobe, not much" replied Catherine. "Bob, there are now few secrets between you and Callie, if you get my drift."

"That's what I thought. Sorry, Callie" I said.

"No need to apologize, Bob. I walked in on you, remember?"

"OK, no harm, no foul. Let's all just get to bed now, OK?" suggested Catherine.

She and I went to bed in the nude that night, sleeping as close to each other as possible. I had another night of sexy dreams, and this time, most of them centered on Catherine. But the last one again was about Callie, and I awoke with a hard-on in the morning, but at least no nighttime ejaculations this time. I quietly padded down the hall to the bathroom which was between Catherine's room and Callie's. I peeked in to see if Callie was sleeping OK, and was greeted by her naked ass--apparently she slept in the nude. I retreated to the bathroom, took care of business, and went back to Catherine's room.

Catherine was awake by then, and we talked for a few minutes before stepping into her shower together. It was a long shower, each of us thoroughly washing each other before turning the water off. We walked back to her room wrapped in large towels. Unfortunately, I had to get back to my house. I had no deodorant, no razor, etc. But Catherine said she would call later when she figured out her plans for the day.