My name is Richard Rogers and this is the story of the love of my life. I am single, 46 years old and an architect for a small but nice firm based in Santa Cruz, California. I was married early in my career, but it didn't work out so I have never taken the plunge again. Maybe someday I'll find the right woman and we'll live happily ever after, but I doubt it.

Approximately Three Years Ago:

Last Sunday my mother, Anne, had a fall at home and was admitted to the hospital. She had surgery on Monday and had a pin inserted in her left hip. She had turned 68 on her last birthday and lived alone in our family home. My father died a little over two years ago after a prolonged battle with multiple myeloma, a cancer that strikes the hosts bones. There is no cure. The doctors fixed my mom's hip and recommended a nursing home nearby where she could get physical and occupational therapy treatments for her hip. It was short-term stay they said; she would live to be a hundred they said. I had her admitted to the nursing home on Friday and spent the rest of the weekend getting her personal stuff together so she would at least feel somewhat at home while she was recuperating.

On Monday when I went in to visit mother I saw that they had admitted another woman into mom's semi-private room. She was a widowed 62-year-old woman who had fallen and fractured her arm. She was placed into the bed by the door as mother had the window view. Her name was Helen and your first impression of her was that she was striking. She must have been at least 5' 10" with the most beautiful brunette hair cascading down and around her shoulders. She had long legs and the most beautiful set of breasts I had ever seen on an older woman.

Because I lived in the same city as my mother I was able to visit her every evening. I am mother's only blood relative and we were always a close family. Every evening as I greeted mom all she could talk about was Helen. Helen said this. Helen did that. She really liked her new roommate and so did I. Because Helen could only use one arm I tried to assist her whenever she needed and 'extra' arm. On a couple of occasions while I was helping her sit up in her bed I had a perfect view of her creamy breasts. They seemed to be about the size of grapefruits and just as solid. I couldn't believe my eyes. How could a woman her age have the breasts of a thirty something woman?

On Tuesday of the second week mom was in the nursing home I came in around six to visit her. We kissed and hugged and were just talking about my job when I heard a piece of silverware hit the tile floor. I looked over and saw that Helen had dropped her fork and that she was having difficulty eating with just one hand. I asked for and receive a replacement fork from the floor nurse and fed Helen the rest of her dinner. I stood at the head of her bed and each time she bent over towards her plate I could see those creamy breasts and I would have sworn that her nipples were hard. Must have been my over active imagination.

"You know Richard," Helen said, "your really are a nice man. I appreciate all the things you have done for me, but more importantly, the things you have done for your mother."

"Why thank you Helen, that's very nice of you to say."

"No Richard, I'm serious. I was married but we were never blessed with any children but I had plenty of friends that were. The most important thing in this world of ours is loyalty. Family needs to take care of family. You're a good son and your mother appreciates everything you do for her."

I blushed at her compliment, patted her hand and went back and sat with mom.

Each day I visited I spent as much time with Helen as I did my mother. Helen told me stories of her childhood, talked about her marriage to Zack and the suddenness of his death. She was a wonderful storyteller and she continually kept my mother and I entertained.

The next time I visited was on a Wednesday afternoon and my mother's bed was empty. I was confused. "Helen where is my mom?"

"Oh Richard, didn't anyone call you? They took her back to the hospital this afternoon. I think she had a stroke."

I had tears in my eyes and I drove to the hospital, but I was too late; mom had passed in the emergency room just a half hour previously. I spoke to the attending physician and he told me that she had a massive coronary attack and there was nothing they could do for her. He was sorry.

For the next three days I was busy with the funeral arrangements for mom. When I left the cemetery after the funeral I was sitting in the back of the limousine thinking about my mother and her life when Helen's words came to my mind. I thought of what a great companion she had been to my mother albeit for a very short three weeks. I decided then and there that I would visit her the next chance I got - that chance actually occurred three days later. I walked into her room and saw her smiling face struggling with dinner.

"Helen, could you use a hand?"

"Oh Richard. I'm so glad to see you, but I am so saddened with your mother's passing. Please accept my sincere condolences."

"Thank you Helen, that's kind of you to say that."

Over the next month I stopped in at least three times a week to see how Helen was doing. I enjoyed visiting her and she seemed to feel the same way. During my last visit I was approached by the physical therapist.

"You know Mr. Rogers, Helen has been getting better and the staff feels it is because of your visits."

"What?" I didn't have any idea that I was helping and I said so. "I'm not sure why that might be; she was my mother's roommate and was such a comfort to her that I have continued to visit."

"Well she perks up when she knows you're going to visit. We, the therapy staff, hope you'll continue your visits. It's good for her mental and physical health."

"Actually I plan to. She is a nice lady and I enjoy her company too."

During the second month of visiting Helen she ask me if I would take her out to brunch on the coming Sunday. Her arm was out of the cast and she was almost able to eat by herself. "Oh Helen, I would love to, but don't you have to stay here?"

"I talked to my doctor and he said it would be good for me to get out once in a while. He wrote an order that I could be gone for up to six hours at a time. So, are we on for Sunday?"

"Absoutely! I'll pick you up at ten Sunday morning. Where would you like to eat?"

"Anywhere you pick will be fine with me, I'm not a picky eater I just want to be out of the home for a while and enjoy other people."

I arrived at the home a promptly ten in the morning and Helen was ready to go. She had dressed in a beautiful wispy sundress, a large white hat on her brunette hair and a pair of low heel black shoes. I signed her out and we drove to a Marie Callenders for brunch. I had the waitress get us a nice booth that overlooked an outside pond. It was nice and quiet and very serene. We ate, talked and laughed. Helen enjoyed people watching and we found ourselves trying to guess what people were with whom, what they did for a living and who might be having an affair. I had her back to the nursing home by two that afternoon, escorted her to her room and gave her a kiss on the cheek.

Sunday brunch became our routine and I'm not sure who enjoyed it more, Helen or me. Two months had gone by and on one particular Sunday when we left the restaurant Helen ask if I would drive her down to the beach, she said that she missed the ocean and would just enjoy sitting in the car and watching the waves.

I drove to a point south of Santa Cruz where I knew there wouldn't be a lot of traffic on a Sunday and found a parking space near the water.

"Richard, can we walk by the water, please?'

"If you want to, that's fine with me."

I helped Helen from the car and we walked down to the beach. As we neared the sand Helen removed her shoes and we walked down to beach and let the water lap on our feet. She got tired fairly quickly so we walked back to the car. I opened the door for her and she sat down and was trying to brush the sand off her feet.

"Here Helen, let me help you."

"Oh, thank you Richard. It's so hard for me to bend down that far anymore."

I bent down and took her ankle in my hand and began brushing off the sand. I looked up and Helen had raised the hem of her dress way above her knees, far enough that I could clearly see her white panties and how they snuggly fit around her legs and mound. I could feel myself turning red with embarrassment and I quickly averted my eyes from her upper thighs and back to her feet. I could feel her eyes staring at me and felt the need to say something.

"Uh... I'm... sorry Helen. I... didn't..."

"Oh don't be silly Richard. There is no apology necessary, now get in the car."

I walked around to my side, opened the door and after brushing off my feet slid behind the wheel. I was still red from the neck up. As I reached for the ignition Helen placed her hand on mine.

"Richard, are you alright?"

"Yes, it's just... that, well..."

"Look Richard there is nothing wrong with you looking at me, nothing. You don't think that I knew when you were admiring my breasts?

"Uh... I..."

"For Christ sake Richard, it's a compliment to me to have a virile young man looking at an old woman. I pulled up my dress as much for my pleasure as yours."

"Oh Helen, you aren't old. You're a beautiful woman." Helen placed her hand on my leg and began to stroke my thigh.

"Richard that's so nice of you to say and I know you mean it too. Would you do this old woman a favor?"

"Anything Helen, just ask."

"Well I so miss my husband that... I... I would like to give you a blow job. Now don't say a word, just listen to me. My husband used to really enjoy my blow jobs and I enjoyed his cum. I have really missed that and unless you allow me to do this for you I may not have another chance in my life, so please let me do this. Make an old woman happy."

I was stunned. I would have never have guessed that Helen still had sexual urges. "Helen, I guess that I am stunned by your request, but I honestly meant it when I said you are a beautiful woman. I will be more than happy to be intimate with you; it will be my pleasure.

We drove to a secluded spot farther down the coast and I parked the car in a large grove of tall eucalyptus trees. We both got into the back seat and I took her in my arms and we kissed. We kissed like two teenagers on their first date. Our lips met and her tongue gently felt out my lips, force its way into my mouth and danced with my tongue. We kissed and kissed. We kissed lips, noses, eyes and ears. Helen's ears, like many women's ears were very sensitive. When my mouth moved down to the nape of her neck I felt her hand on the lump in my pants. She gently caressed it through my slacks and it felt as good as anything I had ever felt.

I wanted her to set the pace so I just continued to kiss her neck and let her do what she wanted to do. Because Helen's head was bent down I had a perfect view down the front of her dress and could see the bra she was wearing. I moved my one hand under her and ran my fingers over her breasts, separated from my hand only by her bra and dress.

"Oh Richard, that feels wonderful. It's been so long since a man has touched me."

She reached for my belt and tried to unbuckle it but was having some difficulty. "Helen, let me help you." I unbuckled my belt, unzipped my pants and raised my butt and slid my pant and underwear down to my knees. My cock proudly stood straight up to its full seven inches. There was some pre-cum leaking out of the tip.

"Richard, you have a beautiful cock. The doctor did a great job on your circumcision; he gave you a great ridge. I'll bet it's very sensitive."

She leaned down even further and ran her tongue over the top of my cock and captured the pre-cum. Her tongue trailed down to the ridge and then continued down my shaft. When she finished she reached out and held me by my base and her mouth engulfed my cock. Helen knew how to give head! As she bobbed up and down on my shaft her other hand was fondling my balls. I reached over her back and began to rub on her ass, it was taut and felt wonderful, but my concentration wasn't all it should have been because I could feel my cum welling up from deep within me. "I'm almost there Helen, close, very close." She lifted her mouth off me for just a second.

"Cum in my mouth Richard, I want to taste you."

I reached out and rubbed her hair as she bobbed on my cock. Then I came. Oh boy did I cum! "Oh God Helen. OhMyGod! Ohhhhhhhh Shit." My butt had been bouncing on the back seat and I finally settled back and tried to breathe normally again. My cock was still in Helen's mouth. She continued to suck and lick it even as it began to deflate. Finally when there was no more cum to harvest she let me go.

"Well my sweet Richard, you tasted wonderful, certainly better than my husband did. Kink of salty with an unknown tang. I hope we can do this more often, at least if you would like to?"

More often? You betcha Red Ryder! "Helen, when ever you want to we can do that."

The relationship between Helen and I continued on like this for the next three months. I would visit her two or three times a week and on Sunday's we would go out, have a brunch and the go to some secluded place and she would give me a blow job. She would let me play with her ass, breasts and pussy, but always refused my advances on eating her out. Finally I had to know why. One Sunday after we had finished and rearranged out clothes I turned to her, "Helen, why won't you let me do that for you?"

"Do? Do what for me Richard?"

"You know perfectly well what I'm talking about. Why won't you let me eat you so you can feel the same pleasures as I do?"

She starred at me for a long time, thinking. "Well Richard my husband, Zack, tried it once and didn't like it. He said it smelled. I don't want someone I care for thinking I smell, so I haven't ever let anyone try it again."

"That has to be the dumbest thing I have ever heard. Of course you smell, we all smell. It's our sexual aroma and is nothing to be ashamed of for Gods sake."

Helen patted my hand and whispered, "Well someday maybe, someday."

December 14^th was rapidly approaching and I wanted to do something special for Helen. It was her 63^rd birthday and I remembered her telling me that on her 40^th birthday her husband had booked a weekend at the Mark Hopkins Hotel in San Francisco. The "Mark" is one of the better known upscale hotels in the United States and I was determined to take Helen there for a remembrance of her times with her husband. I called and made arrangements for a two-bedroom suite with windows and a glassed-in patio facing the San Francisco bay. I ordered champagne to be delivered immediately upon our arrival on Friday evening followed by a bottle of Monterey County Chardonnay and two plates of their best hot and cold appetizers. This was going to cost me an arm and a leg and, if truth be known, I couldn't really afford it but it was for Helen, so the hell with it! I charged it on my AMEX.