It's been a long time since I looked forward to Halloween. This year, I can't wait. I have to, but the anticipation is killing me.

It all started mid-September last year. We were at the last county fair of the year, and when a horse got spooked and charged the crowds, my wife decided to play hero. She grew up around horses, and she was very confident as she caught the horse's bridle, and pulled its head around and she tried to calm it. She probably saved a lot of people from injury as she turned the horse back and held it there. Several handlers arrived and thanked her and took the horse from her. The horse thanked her by kicking her in the stomach.

Her injuries were not life threatening, but there was extensive bruising and she was sore for weeks. When the pain did not diminish in time, x-rays revealed that her pelvic bone had a chip that would not heal, and so she had a minor surgery to remove the chip. I do not wish to complain, but four weeks of attending a bed ridden spouse is a lot of work. Not to mention that I was responsible for all of the housework. And I wouldn't even begin to discuss the lack of sex, if it were not central to this tale.

As I stated, she was extensively bruised, and the pain never faded, and then she had surgery. There was no thought of ever jostling her with even the gentlest of sexual contact. Additionally, she was too sore to make it up the stairs to our bedroom, so she slept most nights in a comfy lounge chair in the living room. I slept alone in our bed. Many nights, I was too exhausted to feel sexual desire. Occasionally, I would have to masturbate to relieve the need.

Halloween is one of my wife's favorite days. She loves to dress up as either a cat-woman or a wood sprite. She loves to greet the kids and enjoy their creativity in costumes. Last year, she was just barely able to walk again, so she enlisted some help. When her friend Jenna arrived, it was obvious she had missed the PG-13 memo. She was dressed as a very slutty witch. Her skirt was deliciously short, and her cleavage was hanging out all over the place. We had a lot more visitors that year, and most of the kids were escorted by their fathers. I guess the word got around fairly quickly. Sadly for me, or more correctly, thank you God, she left as soon as the scheduled hours were over.

It was nearly midnight that night as I went to bed alone, and I was more than a little bit worked up. There was no doubt in my mind that I was going to masturbate, and I was probably going to do it twice! On the one hand, as a general rule, I was resolved to not picture Jenna in my fantasy. It has always been a fear that if I fantasize too strongly about someone I know, I might lose track of what is real, and what is fantasy. It works for me, so don't knock it. On the other hand, the fresh memory of Jenna in her hot costume was going to be hard to push aside.

I was laying on the bed, naked, with a sheet over my torso, and gently stroking my cock. I was trying to decide on a non-Jenna fantasy. Perhaps a meet up from Lush Stories would work. Maybe I could build a new fantasy based on a boss/intern or a nurse/patient story. I was tired, and nothing was jumping out to tease me away from the thought of Jenna. Maybe I imagined hearing a quiet voice off to the side that said, "Hey, you should think of me."

There is an oil painting of a naked woman on my bedroom wall. The painting has some history, though I am vague on most of it. I do know that the painting hung on the wall in my grandfather's finished basement when I was a kid. When he moved to Florida, the painting moved to my father's den. It hung in the corner there, mostly blocked by a filing cabinet. In time, my parents retired and moved to Florida. When my dad passed away, we found the painting in the closet of the guest bedroom. None of my siblings had a place for it, and so it came to my house. I found my great-grandmother's name written on the back on the frame, with the date 1911. I've always assumed that she was the artist, not the model.

My wife agreed that the painting should be on a wall, and not hidden in a closet. We ended up putting it on the wall in our bedroom, above the desk for my laptop. The painting is 18 by 24 inches. The background is several panes of color, suggesting a draped stage. It is designed to draw all attention to the model. She is lying on her back, looking at the ceiling, with her hips turned towards the viewer. She has short, darker red hair, small breasts, and wide hips. There is a hint of pubic hair. I have always liked the painting, but I had never paid much attention to it. Until that night.

I thought I had imagined the voice. When I turned to look, I did a double take. Her head was turned toward me. Her eyes were open. They were very blue. She had a hint of a smile. The voice that I had imagined playfully hinted, "Show me." I gently kicked the sheet off, and I raised my cock for her inspection. Her eyes flared in appreciation, and she turned her shoulders toward me. She lifted her chin, challenging me to show her more. I started to stroke my cock, and her hand slid down to tease between her legs.

It was very erotic to watch her watching me. Her eyes were flitting between watching my hand stroking my cock, and my eyes as I watched her. My eyes were following the motion of her fingers and the track of her eyes. I was breathing hard, and my hand was flying up and down my cock. Her mouth fell open as her breathing increased. I was very taken with the way the rise and fall of her chest was lifting her breasts. Her eyes registered the focus of my eyes, and as she glanced down to follow my gaze to her breasts, her nipples crinkled up into perky points of lust.

I felt the beginnings of my orgasm gathering at the base of my cock. I knew I was filled with enough lust and pent up frustration to stoke out two that night, so I didn't even think to slow down. I did stop to reach out and snatch a couple of tissues from the box on the desk top. At least, that was my intention. As I reached for the box, she reached out and caught my hand. I was more than a little bit startled by this action, and I pulled back my hand as if I had been burned. This unbalanced her, and she fell toward me. She fell into my arms, and as I caught her, we fell onto the bed.

After the fact, I often wondered what really had happened. At the time, I was stunned beyond thinking, but I know what I felt! I felt a solid woman of soft heated flesh lying on top of me. Her skin was warm and soft and she smelled of rose water and desire. Her pert little breasts with their aroused nipples were pressed into my chest in a very nice way. Her very blue eyes were wide with passion as she reached between us and lifted the head of my cock to her swollen folds. She tried to keep those eyes locked on mine as she thrust back and impaled herself, but as she hit bottom, her pussy clamped down on my cock, and her eyes closed as her orgasm took her.

I was suffering sensory overload, and my orgasm raced to catch up with hers. With two quick thrusts, I began to pump my hot cum into her depths, and she cried out. Her spasms redoubled themselves and she thrust back against me to push herself over the top again.

I held her and caressed her naked back as we both relaxed to recover. When she spoke, it was in the same quiet voice, but with an odd accent.

"I never thought I would feel this again," she said.

"Who are you?" I asked. I tried to lift my head and turn to see the painting, but she caught my chin.

Shaking her head, she said, "Don't even think to look there. This is real, and this is what matters."

I nodded my agreement, and somehow I lost the urge to look that way. Through the rest of the night, I never did.

"My name is Frances," she said. "I am as amazed by this as you are. I know a lot about you, so I should tell you about me. I was born in Akron, Ohio in 1889. My family moved to Oak Park near Chicago in 1900. I knew your great-grandmother quite well. We attended college together, and we were in the same art classes. It was a hoot when she asked me to model for my painting, although my parents were scandalized. Sadly, my life ended not long after she completed it. Maybe I will tell you about that some time.

"I don't know how I came to rest in my painting. I first became aware of my surroundings when your great-great-grandmother tried to have me destroyed. She convinced some other student to do the deed. He saw me as you did earlier, and I convinced him to keep me. I also led him to your great-grandmother, and influenced him to marry her. She was so pleased to have the painting back that she allowed him to hang it in a bedroom at their house.

"Her son used to fantasize about me, but I could not reach him. When he inherited my painting, he hung it in his home office. I am sorry to say that I am one of the smaller reasons that your grandparents became divorced. When your uncle was younger, I could hear his thoughts, and answer sometimes. As the only male offspring, I thought I would end up as his. I was pleasantly surprised when his oldest sister made me a present to your father. I was sad that he hung me in his den, and that he never looked at me with lust.

"I have greatly enjoyed being here in your room. The lustful antics that you and your wife and your friends enjoy have kept me quite entertained. The moving pictures in the frame over there have often astounded me. There are things that I am longing to try while we can.

"Before I was painted, I was very sexually progressive for my time.

Yet I never once was fully naked with a man who was equally undressed. I am liking it! Never did I hold a cock and tease its owner the way I have seen your wife tease you. I long to do this, and many more things that I have seen. For starters, I am desperate to feel a cock develop from flaccid to erect as I lick it and hold it in my mouth. Do you object to this plan for action?"

"Let me get a towel and clean things up a bit," I said with a grin. Her eyes flared with desire as she realized what I intended.

"No!" she exclaimed. "It has been a while, but I remember the other blond woman loved to taste you after the first go around. I want to taste that as well!"

"Okay," I agreed, but then I nervously continued. "My wife hates both flavors you are likely to find, but that woman loved both. We can clean up if you don't like it. We were avid swingers for several years there, but we have slowed down a bit lately."

"I know," she purred as she turned and slowly brought her face to my crotch. "I told you, I very much enjoyed the antics that you brought to me. I hope you will bring them to me again."

Her tongue gently reached out and tasted the top of my cock. She smiled and licked a broad stroke up the side of it. Then she licked at the matted hair around it and kissed and licked her way to my balls. She milked the last couple of drops of cum from me, and tasted that as well. My cock started to swell in her hand.

"I saw this on the moving picture frame, and then watched your wife do it to the tall man."

With that explanation, she sucked my cock into her mouth, and started stroking with her lips along its length, and her hand at the base. She easily took the entire length in at first. As my cock swelled, she smiled. Soon my cock was pressing to the back of her throat and she gagged a bit on a couple of strokes. She paused to breathe at the top of a stroke.

"That explains the ugly gagging sound," she said with a little laugh, and then she plunged down again.

"The other blond told my wife that the trick is to relax and go slow. I guess my wife learned some and forgot to tell me."

She shrugged, and continued to suck on my cock. I was fully erect at that point, and she tried several times to take all of it in her mouth, but she gagged each time. Finally, she gave up.

"How do I make you soft, so I can do that again?" she asked with a smile. Before I could answer, she said, "Next, I want you to pound me hard from behind. Never have I been taken that way, and I love the way your wife and the redhead enjoy it when you guys do that to them."

We quickly moved into position. She assumed the classic shoulders down, ass up pose, and she reached back and pulled her ass cheeks apart. I could have taken her anally with ease, but I don't know that she knew what she was posed for. Instead, I pressed my cock forward and slid the head through the entire length of her cleft. She moaned her pleasure.

I pulled back, and the rammed forward inside her. She cried out and the begged for more. I accelerated to full speed, driving deeply into her. I would only withdraw half way before slamming in again. I reached under and folded my hands around her breasts. Her hands folded over mine and squeezed, so I caught her nipples between my fingers and squeezed as well. She cried out as her pussy exploded, and I drove into her several more strokes before we collapsed onto the bed.

After only a few moments, she wiggled her ass, and demanded that I get off. I rolled onto my back beside her.

"I want to suck you hard again!" she explained as she dove for my cock. She grabbed it and sucked it down until she gagged.

Sputtering, she asked, "How are you still hard?"

"It's okay," I answered, "You came, but I didn't."

She looked hurt. "What did I do wrong? If felt so good. You should have finished, too."

I smiled and stroked her cheek with my thumb. "I am not one of those 'moving picture' guys. My limit is usually two, and so I would rather hold back and let you cum than end too soon. It makes me really happy when I know that I have made you happy."

She looked unconvinced. "Shouldn't I be here for your pleasure?"

"Yes," I answered, "but aren't I here for your pleasure, too? Let me show you... watch my eyes."

I turned her until she lay on her back and then I moved between her legs. I held her eyes with mine as I pressed my cock inside her. She squirmed beneath me as I filled her, but her eyes stayed on mine. I started to fuck her with long, slow strokes. Her hands reached around and rested on my lower back.

"I've seen you do this," she purred. "I always wanted to have my hands on these muscles here. You start so slow, and with this deliciously long stroke. Then, as you speed up, yes, like that, the stroke gets shorter and faster. Oh, I always wanted to have my hands on these muscles. The way they are working and pushing and thrusting, it always looked so pleasing, and they feel so strong, and I believe you are making me climax again!"

She struggled mightily to keep her eyes open and focused on mine. When the pleasure became too great, they lost their focus, and drifted shut. I followed the waves of her pleasure, and as her inner throbbing slowed and weakened, I also slowed and lengthened my stroke. Her eyes opened, and slowly focused on mine again. She broke eye contact as she pulled me down and kissed me.

"I see how much you liked that, and I believe I like this way of love making," she said.

"Mmm," I purred. "To me, this borders on simply fucking. Let me show you love making."

I kissed her again, and then a second, deeper kiss. I started to fuck her with the long, slow strokes again, but I continued kissing her. My lips moved to her neck and then her shoulder before returning to her lips. I kissed down her throat and to her breasts and then returned to her lips. I jumped straight to her nipple, and as I teased it, I allowed my cock to slip out. With a quick last nip on her nipple, my lips continued down to kiss her ribs and her hip. My hand replaced my cock at her lower lips, and I stroked the flat of my palm over her outer lips as I inserted a finger inside her.

I kissed my way back up to her other ribs, and then on to her other nipple. I attacked it more vigorously than the first, and I inserted another finger into her pussy. I continued to stroke her inner and outer pleasures as I kissed my way back up to her lips. She eagerly returned my kiss.

"I can feel your eyes as they touch me," she said. "My skin burns with the need to feel your lips upon it."

I smiled and kissed my way down her body again. As my kisses passed her navel and traversed the line of her hips, she guessed my destination.

"Never have I ever been kissed there!" she exclaimed.

I could feel the heat inside of her rapidly increasing, and I sped up the stroke of my hand, and thrust my tongue into the top of the cleft. Her clit was swollen and erect, and as my tongue sliced past it, she cried out. I circled and teased with my tongue as she grabbed the back of my head and pressed me in deeper. I was relentless as I tickled her insides and licked her outside and her orgasm seemed to last forever. As soon as she could breathe, she tackled me and rolled me onto my back. She impaled herself back onto my cock and started riding me hard.

"Never have I been fucked like that, or loved like that," she cried out. "I am going to fuck you like you fucked me, and then I am going to love you like you loved me."

Her body had not had enough time to recover from her last orgasm, and I could feel her next one tightening down on my cock. I saw in her eyes that she realized that it was coming, and she was powerless to stop it, and she was powerless to stop herself. She actually sped up as she thrust herself down onto my cock. I could not help but to arch up to meet her.

"Watch me cum!" she cried. "Watch me cum, and then I will ride you again, and fuck you like crazy and then I am going to kiss every inch of your body, and make you cum so hard your brain will stop!"

She was fighting to keep from cumming, and driving as hard as she could. I wanted her to cum, and then cum again, and I longed to have her kiss every bit of me. Suddenly I was right there with her, and my orgasm exploded in the base of my cock before I even knew it was close. My cock swelled and spilled its heat inside her. She felt the surge and lost all control. She was crying and laughing and twitching as she tried to ride me harder, but her orgasm consumed her until she collapsed on my chest. My orgasm curled my toes, made my hair stand on end, and it consumed me until I passed out, still reveling in the feel of her body on mine.

When I woke the next morning, the room still smelled of sweat and sex. I was alone in the bed. There were no cum stains to be found. The painting on the wall showed a naked woman, laying on a cloth draped table. She is lying on her back, looking at the ceiling, with her hips turned towards the viewer. She has short, darker red hair, small breasts, and wide hips. There is a hint of pubic hair. I could not tell if she had changed any, and perhaps I imagined that there was a hint of a smile on her lips. I understood that she would see anything that happened in that room, but it would be a year before we would meet again. Halloween is coming soon. I believe I have a date at midnight.