Cary – Palm Springs
The scene played out before Cary as she looked into the wall mirror across from the bed.
A soft light spilled across the room, the two naked women silhouetted in the amber glow. Cary sat cross-legged, her silver-blonde hair cascading over one shoulder, her breathing slow, tentative; her thoughts on what was to come, her first time with another woman.
Diane was behind her, close enough that Cary could feel her breath on her shoulder. Diane’s dark hair brushed the side of Cary’s neck as she leaned in and nuzzled Cary’s ear. Then, in a soft, sensual whisper.
“Relax…Let it flow, Cary…I am going to make you feel so good.”
Diane’s hands slid around Cary’s waist, fingers gliding upward with a patience that made Cary tremble, heightening her anticipation. She’d been touched by men before, but never like this, never with such careful awareness of what every small movement could do.
Diane found Cary’s D-cup boobs and began a gentle massage, tender yet with the knowledge of a woman’s body. She lightly circled Cary’s areolae, her sensitive nipples tightening beneath Diane’s palms. Cary arched her back slightly, surrendering to the rhythm that was beginning to build.
Diane, despite multiple bisexual encounters, had never experienced a woman with a body as desirable as Cary’s, her firm, magnificent boobs so sensitive to her touch that she was lost in the moment, her own pussy beginning to soak the sheets.
Diane pressed a kiss to Cary’s shoulder, then her neck, slow and deliberate. Her hands continued their exploration, one staying high on her boobs, while the other began to drift lower, teasing across Cary’s stomach, pausing, then moving lower again.
Cary’s breath caught as Diane traced down her barely there landing strip, fingers grazing her core, teasing, drawing her focus to that single point of contact, already wet with lust, before gently parting her folds, pink and inviting. Diane wanted to bring Cary to new heights as two fingers gently entered her womanhood.
Cary’s head tilted back onto Diane’s shoulder. She could smell the faint sweetness of her perfume. Diane’s lips brushed Cary’s neck, a single kiss, then another, as her hands continued their gentle exploration. Diane's fingers went deeper, her thumb finding Cary’s swollen clit.
Cary felt herself responding, her breathing deepening, a low sound escaping, a half-moan, half-plea. Diane continued with quiet confidence, her touch both firm and fluid. Her pace quickened, guiding Cary into a rhythm, her body moving in sync with Diane’s touches.
Cary opened her eyes, and the mirror revealed the depth of this moment, something she had dreamed would one day happen. She was close, no longer in control, her body on the edge.
Then she looked over in the corner where Diane’s husband, Jim, was sitting, watching, hunger in his eyes, stroking his beautiful cock. This drove Cary over the top, the crest of the wave ready to break.
“Oh God…Diane…I’m gonna cum…”
Hold on, pause, rewind; we are getting way ahead of ourselves.
…
The first year after Cary’s husband of 35 years passed away, she was lost. Newly retired from teaching, she was looking forward to spending more time with Mark, perhaps traveling to all those exotic places they had dreamed of. Instead, she was thrown into the mix of struggling to keep his real estate business above water and, at 57 years old, trying to fight out of the depression of mourning the love of her life.
Then, four years ago, Cary’s transformation into a cougar began after a torrid one-night stand with Brian at a convention in Boston. Now, the business was booming under her direction, and it was time to move on from her self-pity. She reasoned that ‘Life is too short,’ and she would use the conventions as a way of living life to the fullest while exploring her sexuality and taking advantage of opportunities that might arise.
It was in Palm Springs that Cary met Diane and Jim. They were a good-looking couple in their mid-30s who had just opened a business in Nashville and were looking for some trade tips. Diane had a gorgeous face, a beautiful smile, and the body of a gymnast, perky B-cup boobs, slim waist, and toned legs. Jim was handsome and carried the manner of an athlete. As it turned out, Cary later learned he played D1 soccer in college.
Cary felt an immediate attraction when she slid in next to them in the crowded conference room. She could tell by their reaction that the feeling was mutual. Their friendly conversation during the morning meeting turned somewhat flirty during lunch and downright suggestive during the afternoon breakout session. When Diane suggested they skip going to the hotel bar and have drinks in their room instead, Cary nodded her approval and got between them, arm in arm, on the way to the elevator.
By the time the door to the suite closed, clothes were shed as the trio headed toward the bedroom.
OK. Now we are caught up; proceed.
…
Cary exploded, her body shaking as a powerful orgasm, then another, sent waves of pleasure through her, unlike anything she had ever experienced.
The next crest came slower, deeper, as if Diane were coaxing it out of Cary, a tremor rising from within. When it broke, it wasn’t just pleasure; it was release, surrender, at the touch of a woman.
Before Cary could recover, Diane moved around to the front and let Cary’s head fall back onto a pillow. Diane’s lips brushed Cary’s shoulder, her collarbone, the curve of her neck, then a kiss, passionate, tongue probing, letting Cary know she wasn’t finished.
Diane moved lower, kissing Cary’s breasts, her tongue swirling her nipples, now becoming hard again. Diane moved lower still until she was tasting Cary, the delicious juices contained within just minutes before.

Cary responded by raising her hips as Diane kissed her outer lips, then finding Cary’s clit, Diane began to suck lightly, and then flicking her tongue, sending shivers through her body. Diane's tongue moved to explore her folds, then probed even deeper.
Again, Cary looked in the mirror, and the image of Diane feasting on her sex drove her over the edge, one final spasm, unleashed, Diane relentless, until Cary screamed in ecstasy until she had no more to give.
As Cary collapsed into the pillow, still trembling, Diane held her tenderly, brushing the hair from her face, a deep connection forming between the two.
Then the quiet, that satisfied, contented quiet, as the two embraced and lay together snuggled in each other's warmth.
In time, Diane looked into Cary’s eyes, her voice a low whisper.
“Cary, would you like to touch me?
“Oh God…yes.”
Cary had never touched another woman before, but Diane guided her with patient whispers and subtle movements, showing her where to start, to feel where the heat gathered.
Cary followed, tentative at first, then more confident, letting her instincts take over, mesmerized by the way Diane’s breath caught at her touch. She watched Diane’s face, eyes half closed, mouth parted, her breasts rising and falling, nipples hardened to Cary’s touch.
Both women were alive: Diane, the younger teacher, and Cary, the mature student.
Their movements slowed to a rhythm; Cary learned the flow of it, when to press, when to pause, when to let stillness speak. The energy between them became a passion, the giving and receiving, both wanting more.
Now Cary’s hands find Diane's kitty, shaved, smooth, so pink. Diane shuddered and opened her legs, inviting Cary to touch, her thumb finding Diane’s swollen nub, one finger then another, parting her entrance, already soaked, gently searching for her G-spot.
Diane arched again as Cary found the mark and increased the pressure, then the speed of her come-hither movement until Diane could not contain the flood. She erupted, her muscles convulsing around Cary’s fingers, sweet fluid drenching them both. Diane giving in to the pleasure of being with a woman.
“Cary…taste me.”
Cary moved lower, her mouth hungrily tasting Diane’s juices, the sweet nectar that she helped summon forth. Diane moaned in delight as Cary began to suck on her clit, now so sensitive to the touch, and just when she thought it was over, a crest built deep within Diane.
And then it came, not once, but in waves. Diane gasped, hands clutching at the sheets, at Cary, pulling her close as the pleasure overtook her again and again.
When the trembling subsided, they stayed together in silence, skin against skin. Diane lay with her head against Cary’s chest, listening to her heartbeat slow, neither willing to break the stillness.
Their peace was disturbed by a motion in the corner. Jim, forgotten, his cock still rock hard, moved toward the bed. His look said, “I’ve watched and waited long enough; my turn to play.”
Jim knelt on the bed between the two, his cock hardened, wanting to be touched, sucked, worshipped.
“Look at him,” Diane whispered.
Cary lifted her gaze to Jim’s face, then his cock, her expression revealing what she had hoped would happen. She was overwhelmed as the room seemed to pulse around him.
Then Diane spoke again, both playful and commanding: “Now, let’s give him a moment he won’t forget.”
Cary, not sure how to start, was encouraged by Diane.
“Cary…take him in your mouth…slowly… make him feel your desire.”
Cary began by kissing his mushroom head, then swirling her tongue, as Jim’s cock grew even bigger. Then she began to lick from tip to base, once, twice, and then again, as Diane fondled his balls, talking dirty, arousing him even more.
“Jim… do you like that? Do you want her to take it all in?”
He could only nod yes, prompting Cary to go deep throat, over and over until his body began to move in rhythm and she could taste his precum.
At this point, Diane replaced Cary, taking Jim even further, knowing exactly what her husband liked as Cary watched the scene before her.
Just when it seemed Jim would explode, Diane released his cock, squeezed it hard, delaying his orgasm.
“Oh no, mister…not yet…I want Cary to ride your beautiful cock.”
Jim lay prone on the bed. Cary straddled him, hovering over his erect cock now at full staff, and then lowered herself inch by inch onto him until she bottomed out. Jim began to thrust, but Diane intervened.
“No Jim…let Cary be in control.”
Cary began to gently raise her body up and down, bringing Jim’s cock almost to the edge of her pussy and then sliding back down, her boobs bouncing temptingly. She repeated this over and over, teasing him, before the plunge. Jim wanted all of her, his need increasing.
When Cary switched to a gentle rocking motion, forward and back, Jim moaned in delight, his desire mounting with every movement. Cary, on top, felt like a storm-tossed ship at the crest of a wave, she too feeling the urgency of the moment.
Diane, directing the action, began to play with herself on the edge of the bed, nipples swollen, pussy dripping. A spectator to the passion of her husband and another woman, one she desired as well.
Finally, Cary began a slow circular grind, a 360-degree tour that set Jim’s cock on fire. When Cary started to fondle her boobs, nipples alive to her touch, Jim had reached his breaking point, and with one powerful thrust, succumbed to the lust and erupted deep into Cary, bringing her to another orgasm in sync with his.
Diane, watching, was not far behind, screaming at her own climax, “Oh fuck…yes.”
When it was done, the room went still except for their breathing. Cary lay draped across Jim’s chest, Diane nestled against his other side, the three of them wrapped in a soft triangle of heat and calm.
No one spoke for a long time. There was only the sound of three hearts beating as one.
