Lady Penelope is a vision of erotic perfection who has embraced her physical desires and fantasies since she reached the age of fifty. Matured like a fine wine, her well-filled-out form attracted men and women alike. Her main assets were her stupendous boobs and gazelle-like pins. Her Ladyship preferred her lovers to be young and virile, good-looking and fit. Whether she's sucking and fucking big cocks or eating pussy in the game, this busty socialite is all about the pleasures of the flesh. Nothing turned the insatiable MILF than having not one or two but even three men at the same time. Now well into her quest for bedroom action all over the globe, the blonde bombshell was taking no prisoners.

x

It was merely a two-hour flight from Nice to Malta, where Her Ladyship had decided to visit next. With southern Italy and northern Africa as neighbours, Malta is a small European island with numerous beaches, diving sites, and ancient attractions. Its coast is shaped by secluded coves, a mix of rocky and sandy stretches, and harbours lined with bobbing boats.

In 1800, Malta voluntarily became a protectorate of the British Empire. Although initially the island was not given much importance, its excellent harbours became a prized asset for the British, especially after the opening of the Suez Canal in 1869. The island became a military and naval fortress, serving as the headquarters of the British Mediterranean Fleet. The amicable people of the island fought tooth and nail against the Nazis during the war and were granted the George Cross by the King of England for their heroism.

Lady Penelope had booked one of the best suites in the Rosselli AX Privilege, a 5-star luxury hotel set within a historic palazzo in the heart of Valletta. The room had a contemporary classical style combining bold aesthetics, mood lighting, and a touch of romantic flair. Despite their best efforts, the hotel wasn't close to Her Ladyship's expectations, and her mood dipped as a result. The amorous MILF needed some cheering up in the only way she knew best. In the company of a virile male.

Although Malta had become independent in 1979, and the last British Forces had finally left the island, there remained several soldiers in the old Pembroke Garrison. There, one can find a dispersed collection of former British Army barracks built in the vicinity of Fort Pembroke.

After an unsatisfactory supper and a fitful night, the slightly miffed aristocrat awoke and went out onto her balcony. Below was not much more than a bare patch of ground with a token of grass. The bleached white buildings stretched as far as the eye could see, and the view was utterly boring. No green hills, trees, or vegetation, just a vast flat land. To her right, she focused on the army barracks, sitting by the sparkling sea. That would be her destination that evening. She planned to stay in Malta and promised herself to choose two soldiers to share her bed with, one for each night.

x

Her Ladyship located a busy bar close to the barracks. Suitably named The Soldiers' Paradise, it seemed lively and unique with lots of pictures on the walls of the City's heritage. It was a humid night, even at nine in the evening, and the elegant, gentlewoman tried to stay cool in her strapless puffball mini skirt with the deep neckline and shoulder-baring look. The fitted waistline accentuated her curves, especially her very large bust. She chose to style it with strappy sandals with flat heels.

"Enjoy," said the barman in good English, handing the glowing blonde an ice-cold Cisk lager.

The atmosphere was lively, and the bar was crowded with mostly loud and drunk troops full of high spirits. Music blared out, and as she mingled, she reacted to her bottom getting pinched at every opportunity. In other circumstances, the classy woman would bristle, but not here and now. A pervading smell of beer and sweat filled her nostrils, and a curious addition of baked beans!

In all the commotion, her beady eye singled out one fine specimen of a soldier who looked no more than nineteen. He seemed to be shy and retiring with those boy-next-door looks and a fit body. To escape the mini-riot downstairs, Lady Penelope made her way to the balcony perched above a crowded street full of bars.

"Are you English?" asked a stiff-backed officer in a matching stiff uniform.

"Yes, I am. Penny."

"Captain Mark Fellows at your disposal."

He was well-spoken and groomed, and he took her hand in his. Penny looked him over, and although he probably didn't know it, he exuded an air of conceit that might have matched the one Lady Penelope gave forth on most occasions. Even so, she thought him to be quite handsome and appealing in his military outfit.

"Mind if I join you?"

"No. Please do."

"You have quite an educated voice. Are you classically taught?"

"You might say that. You sound well-versed, too."

"Runs in the family. My father and grandfather both served, and I've spent ten years in service."

"Crikey. Married?"

"Divorced. You?"

"Widowed. Bloody Covid."

"Dashed nuisance that was. I say you're the brightest vision we've had set foot in this place in yonks. You're rather fetching."

"Thank you."

"I think you're smashing in fact, and to put it bluntly, your bosom is terrific." He straightened himself as he looked directly into her blue-grey eyes. His voice sounded authoritative, and his message was as clear to her as if he had just said, "I want to fuck your tits off."

Flattery will get you everywhere, but apart from settling on a bit of rough, not something she was adverse to, this chap looked to be shaggable. His confidence and authority suggested that he was packing something very desirable in his pants. Only one way to find out. Penny returned his stare boldly and lifted her chin.

"Are you staying long?"

Here was the nailer. She told him quite frankly where she was staying.

"I'll be here for two nights only. Would you care to join me for dinner at my hotel tomorrow evening? You'll be more than welcome."

Fellows blinked hard as he found himself leering down the front of her dress and staring at her ample cleavage. She hadn't needed to spell it out.

"Rather. About eight?"

"It's a date. I'm staying at the Roselli."

"What a ghastly dump. Until then."

Left alone to muse, Lady Penelope turned to leave and bumped into the shy boy she had seen earlier. His drink splashed her dress, and she yelped at the cold lager splashing on her tits.

"Sorry, lady. I wasn't looking where I was going."

"I'm all wet. Look."

Penny deliberately pulled out the neck of her dress and let the tall soldier stare at her braless tits that thumped beneath.

"I don't want to walk the streets of Valetta like this. I'm smelling of beer."

The alarmed young chap ran a hand through his hair as his mind raced.

"Look, I have an apartment just around the corner. You would be welcome to freshen up there."

"Alright. Agreed. Lead on."

Her Ladyship had snared an officer, and it stood to reason to snag a chap from the ranks.

x

Once inside the smallish rooms, Tommy showed her the bathroom where Her Ladyship stripped off and showered. She broke out into a saucy grin and stuffed all the towels into a convenient wicker basket. She made the poor man wait for thirty minutes and then padded barefoot back to the other room.

"Tommy, you don't seem to have any fresh towels."

Lady Penelope spread her hands and stood in front of the gobsmacked soldier without a stitch on. He stared at the busty vision with bewilderment and lust. To the nineteen-year-old, the middle-aged female was stunning. Her creamy breasts were two luscious globes of quivering hot flesh, and the V of her mound of Venus nestled between plump thighs. He kept mouthing words, but nothing coherent emerged from his lips. One look at the bulge he was sporting in his trousers confirmed the fact that he had the hots for her. Disregarding her state of undress, she told him how it was.

"You've been so kind to me. Let me repay you in my special way."

Penny hugged him to her body, and his hands automatically came up to massage and knead her enormous boobs. They kissed passionately as she welcomed his warm hands pawing her tits. Her right leg thrust forward, and she brushed her thigh against his big bulge.

"Why don't you get out of that uncomfortable-looking uniform?"

She watched intently as Tommy pulled off his boots and then unbuttoned his shirt. Penny's breathing quickened as she pointed to his groin.

"Trousers."

In a trance, Tommy popped his pants, and his underwear dropped. Her eyes popped as his twitching erection shaft came into view. What a beauty! All of eight inches at least, with an ivory shaft and one big blue vein running up one side.

"Well, hello!"

His lean body was a dream, all hairless and smooth, with a narrow waist and hips. As he stepped forward, he held his cock in his hand and stroked it. It seemed to jump like a pouncing beast toward her. He stood there in muted silence as she glared at her with lecherous eyes.

"I think I need to lie down."

"Bedrooms this way," he stammered.

Tommy watched her two buttocks roll as he followed her to his modest pit. Penny got on the bed and was pleasantly surprised when she felt the pressure of his bulk on top of her.

"Easy, tiger."

"I think you're beautiful," he blurted as his mouth ran all over her boobs, throat, belly, and flanks.

Tommy cupped her resplendent tits and licked her stiff nipples until they were raw. Leaving her upper body soaked in spit, the eager lamb moved down her undulating body and parted her legs to leer at her fair-pubed snatch.

"Eat me," she told him.

He tried his best as he dove into her golden tuft and slobbered and drooled until her inner thighs were drenched. When he surfaced, Her Ladyship smiled and stroked his short hair. He was perhaps too inexperienced to know too much about oral sex, as his breath came in fast, urgent rasps. He couldn't help it; at his age, he had much to learn.

"You're such a sweetie. Fuck me now."

The insatiable vixen held his rod and guided it to her muff. Just looking at his young and healthy body hovering over her was all it took to get her cunt nice and primed.

"Mmm, it's so big and stiff."

His first push-in was quite forceful, and she gasped when he thrust in with a huge lunge and sheathed her on his generous length. He froze for a second and remained buried inside her. Lady Penelope squeezed his buttocks and pulled him into her, and he shook his head and started to rise and fall on her. Once he grew accustomed to her pussy he swayed in a rhythmic rut.

"Yes! More of that!"

Penny lifted her legs and hooked them around his upper thighs as he shunted to and fro. He was spellbound by her curvy frame, and once he had forgotten any inhibitions he might have had, he bucked like a wild stallion and pumped her with some urgency. Her hand drifted between their smacking bodies, and she matched his strokes with her fingers upon her clit. He sped up the rate of his plunges, and Penny gripped his biceps as he seemingly raced to the finish line.

"Hold your horses, soldier. I want more of this."

Tommy eased up, and Her Ladyship slipped out from under him and assumed the doggy position.

"Can you do it like this? Yikes!"

He sure could, as his sweaty groin smashed into her folded backside. He caressed her arched back and the plump roundness of her cheeks and nudged in. As he pushed in, she pushed herself onto him. They fucked fast and furious, and the single bed creaked and shook violently. This was one reason why she preferred younger men. They're always enthusiastic and eager to please. Tommy was rough and ready, which made for a raw and passionate rut. Delicious waves of pleasure coursed through the grateful MILF, and the heavens opened as she reached under herself and frigged her clit to orgasm.

"Unghmm!"

At the same time Penny climaxed, Tommy pulled out and turned her onto her back again. As she lay panting, the teenager jerked her legs out wide and descended on top of her once more. Her Ladyship was being used as his very own fuck toy as he plowed into her with vigour. Tommy was down to his vinegar strokes, and with one last enormous lunge, he began to gush inside her clenching cunt. His tender face registered shock as her cunt muscles tightened around his throbbing shaft. When he withdrew, a stream of cum wetted the sheet beneath them, and Penny stuck her middle finger in her overflowing snatch and licked it clean.

"Lovely. Good show. At ease, soldier."

Tommy fell by her side, and they curled up together like two babes in the wood. It was a rare occurrence for Lady Penelope to stay over with a relatively strange man, but Tommy was so innocent it felt fine. When she woke and showered, she left him fast asleep in his bunk.

x

The hotel had a rooftop diner that looked down onto Valletta’s Merchant Street. According to the manager, this was a haven for cocktail enthusiasts, wine lovers, and gin aficionados alike. Her Ladyship had spent the afternoon shopping and had picked a take on the classic little black dress. The stylish garment had a boat neckline, fitted silhouette, and slit elbow-length sleeves trimmed in pearl beading. Crafted from crepe fabric with some stretch, a zip-back closure was all that was needed to remove the dress from the amorous noblewoman's sought-after body. Captain Fellows arrived right on the stroke of eight, or was that twenty hundred hours, dressed in a hideous green suit. He took one look at the grand woman and bowed slightly.

"You scrub up well. Nice frock. Shall we?"

The imposing aristocratic Lady almost snarled at his flippant remark and wondered how he would react if he knew how fabulously wealthy she really was.

"Yes, let's. I'm in the mood for some raw meat."

Penny raised a brow and smirked at the Captain's face. They started with mussels and passion fruit, and for their main, they went with rare roast beef, mushrooms, and pickled tomatoes. And to drink, Fellows suggested the Maltese spritz.

"Bloody boring island, let me tell you. I'd rather be serving in bloody Gibraltar than here. Still, bottoms up, what?"

Hopefully, she mused. Talking of being bored, the Captain was as shallow as the school swimming pool, and as he twittered on, she decided that her first impression of him had been accurate.

"Anyway, you're off tomorrow, eh? Anywhere nice?"

"Actually, I'm off to the Canaries."

"Really? Have you won the bloody lottery? Never been there myself." He leaned over the table and made his pitch. "To put it in basic English, do you fancy a shag?"

"Of course, my good man."

Despite her reservations, Her Ladyship still found the chap immensely fuckable, and as they made their way to her room, the horny minx felt a thrill of excitement. In their haste, Fellows backed Penny up to the door and pushed her hair from her face. His tongue nearly slid down the back of her throat as he kissed her hard on the mouth.

"You have me hot and bothered, you saucy mare."

His hands reached behind her, and he fumbled with the zipper. Penny let the dress drift to her heels, and Mark's left hand strayed between her parted thighs. She toyed with his hair as he fingered her quim.

"You appear to be hot and bothered as well."

As she pulled him close to her, she tilted her head slightly, and he brought his mouth down to the succulent flesh where her neck and shoulder met. He kissed and bit her in his increasing ardour, all the while frigging her pussy. Mark then followed his nose and buried his face in her deep cleavage. He flicked out at her hard nipples, and Penny huffed in delight from the attention.

"Captain. Attention. Stand by the bed."

Fellows didn't need to be told twice and ripped his clothing off post haste. Her Ladyship watched him as she sank onto her bed in the buff. As he got out of his underwear, his cock sprang free and rampant as soon as it was released. He was well-made, firm and erect, and of a decent size. He held his shaft firmly in his fist as he joined her on the bed.

"Brace yourself, you fruity trollop."

His dick grazed the inner sides of her thighs, and his flared crown nudged her hotspot.

"What, no foreplay?"

"Just you wait."

Penny exhaled deeply as he penetrated her with a flourish. He hammered away merrily, and she writhed beneath. Her hands caressed his shoulders as he drove home again and again. His dick pulsated inside her as he kicked his legs back and stoked her fire. He managed somehow to rise right over her as he began pounding her into the mattress hard. Penny saw an animalistic lust burning in his eyes, and she moaned as he fucked her the way a man should. His thrusts became even faster, and the walls of her pussy stretched full out. The fifty-three-year-old MILF had that yummy capacity for multiple orgasms, and the Captain's relentless pounding easily brought her off. Sensing how close to orgasm he was, he squeezed the root of his shaft firmly until he had calmed down. Fellows stopped moving and kissed and licked her heaving boobs as he regained his composure.

"Ready, old thing?"

Moving quickly, Mark resumed hostilities and recommenced firing. Penny was aware that some virile men can recover quickly, and this one was certainly one of those. Her Ladyship embraced the fullness of his penetration again, and she wrapped her legs around his thighs, pulling him in even more.

"That’s it, just like that. You feel so good inside me, oh fuck!"

His wanton passion was every bit as exciting to her as the hard fucking she was getting. She was about to cum again, and she threw her head back, and her breathing came in heavy breaths. His hips gyrated against her, and with a high-pitched squeak, her second orgasm exploded within her. Her body convulsed as Fellows buried his pulsing cock inside her and she greased his rod. Drops of sweat glistened on her body, especially in between her huge jugs. The officer rolled off onto his back next to her, and Penny curled up next to him with her head on his shoulder and slid one leg over his left hip. He slipped his arm around her back and dragged her on top of his perspiring frame. She felt his chest on her tits as he fed her his still-primed prick. He flexed his pelvis upward and speared her cunt on his pole.

"Oh my God, yes!"

Lady Penelope was amazed at what he was doing to her. His arms closed around her, and he humped her up and down effortlessly. She was no lightweight, and at five feet ten with a stupendous rack, he managed to heave her up and down, which was downright impressive. Penny couldn't quite make this one out. By now, most men would have erupted, yet on he went. The bastard was going to fuck her to death!

"Going to...going to..."

"Now?"

This must be it, she thought. All things come to an end as their sticky bodies glued together.

"Fuck, no!"

Penny was turned around on her hands and knees, and Fellows moved up behind her, and she reached between her legs, guiding him to the entrance of her well fucked cunt. He pushed into her, took hold of her hips, and began crashing into her. Her Ladyship hung in there despite feeling her thighs ache from the strain of staying in position. The Captain pulled her hair and dragged her tresses back in his fists.

"Fuck! Fuck! Fuck!"

For Lady Penelope, the mixture of pleasure and his arrogance made her night. Before she knew it, her third orgasm was upon her. She tried to buck against him, but his grip on her hair and his hips banging away at her backside held her in place. How he did it, she never knew, but the energy bunny hooked her arms under her legs and rolled her so that she landed flat on her back, with her heels up by her head. Fellows wiped his brow, swung his hips, and gave her the full length of his raw cock. Penny's eyes rolled back, and her rack bounced like her life depended on it. He rolled and twisted his pelvis in his inflamed passions and folded his body over hers. Penny was dizzy and dry-mouthed at this point. Her pussy sated, and her energy sapped.

"Here I go!"

The Captain did have a limit after all, as he finally unleashed a massive load into her with such force that his jizz leaked out of her like a torrent. He panted and waited an excruciating full minute before he freed himself from her pussy. He collapsed back against the headboard, and Penny cupped her gaping muff, slightly concerned that it might never close up properly ever again.

"Well. Must dash and all that. It's been jolly good fun. Thanks for the chow. And the dessert! Top nosh!"

The bastard laughed at his own joke and left a weary and grubby noblewoman wondering what on earth had hit her. God bless the Army!

End of part two.