She looked like a young girl lying there; a young girl with a grown woman's breasts. She looked so innocent as she slept with her head on my pillow and anyone looking at her right then would never have believed what an insatiable sexual being she had been just one hour before.

I watched her breasts rise and fall with each breath and I wondered what Andy would think. Would he think I was a low-fife asshole and his wife a cheating whore or would he understand? I laid there staring up at the ceiling and relieved the last eight years in my mind.

That first night she had walked in the front door of my apartment and had wasted no time.

"Where is the bedroom?"

I pointed and she said, "Hurry" and as she headed for it she was pulling her sweater over her head. Her bra hit the floor as she walked through the bedroom door and she was kicking her skirt and panties away as I walked into the room.

"Come on, hurry up and get your clothes off" she said as she pulled the bed covers down and got on the bed. I quickly stripped and got on the bed with her. Her legs were spread wide and as I moved between them I lowered my head to her breasts and placed a hand on her pussy.

"No" she cried, "None of that. No foreplay, just fuck me. Just push your cock into me and fuck me."

Anticipation must have helped her get wet so even though she was pretty tight I was able to work my cock into her. Every push of my cock was met by her pussy being shoved up at me as she moaned:

"Yes, yes, oh yes, oh sweet fucking Jesus yes."

When I was in as far as I could go her legs came up and clamped me tight and her hands gripped my ass cheeks. Her nails dug into me and she cried:

"Fuck me. Please fuck me; fuck me hard, fast and hard."

She wanted it hard and fast, but I didn't want to give it to her that way. I didn't want a fast and frenzied fuck; I wanted it to last, but she wasn't going to be denied. Her body thrashed around and she worked her pussy on my cock; shoving it at me to meet each thrust and in the end she got what she wanted and I drove at her hard and fast.

She had already cum twice and I was close and told her I was going to cum and I asked her if she was protected and she moaned, "No, no don't" and I assumed that she was telling me not to cum in her and I tried to pull out, but she grabbed me and cried:

"No, don't stop, please don't stop, I'm almost there. I'm almost there."

I drove back hard into her and got four more strokes before I had to let go and as I flooded her with my release she moaned, "no, no, no" and pushed me off of her. She scrambled around until she could get my cock in her mouth and then she sucked me hard while her fingers worked her clit as she tried to bring on the orgasm that I had taken her to the edge of. As soon as my cock started to stiffen she climbed on top of me and used her right hand to guide me up into her. She moaned as I slid into her:

"Hurry honey, hurry. Get me off; make me cum, make me cum."

I shoved hard up into her and she cried out, "Yes baby, like that, just like that, make me cum." I rolled her over onto her back and fucked her as hard as I could and minutes later I was rewarded with a loud, "Oh fuck!" as she came. As soon as she orgasmed I eased back some. I wasn't as young as I used to be and a steady hard pace like she wanted could have very well done me in. She had one more small climax before I came for the second time and then I pulled my softening cock out of her and fell to the bed next to her.

"Are we done" she asked.

"For a little while. I don't charge back up as fast as I used to."

"How many more times will you be good for tonight?"

"Twice more before morning maybe."

"Why only maybe?"

"I'm not a young man anymore sweetie and memory isn't the only thing that goes when you age."

"I can help."

"I'll just bet that you can."

She did, and she got her twice more before I had to leave for work in the morning.

I met Andy when he came to work for the company I worked for. My first opinion of him was that he was that he was a nice enough kid, but just that - a kid.

The company we worked for was basically a job shop for one of the major auto companies. We did all the weird shit that they couldn't or didn't want to do for themselves. For instance, car company A comes out with a new model that is comparable to something that the company we worked for sold. The company we worked for would go out and buy a half dozen of company A's new models and then would turn them over to us. We would tear apart the model so our company's engineers could look at the car. We would cut sections out of the "A" posts (that's the front pillar on either side of the windshield, cut sections out of the roof rail, the floor pan and anything else that the engineers wanted to look at and then we would scrap the car.

But our biggest area of concern was building replica cars and handling advertising locations. In the automotive industry there is a bit of a disconnect between selling the current years models and the new models that appear in the fall. Typically they produce the current model until the middle of July and then they convert the assembly line and start cranking out the next year's models which go on sale in September.

The problem is that the advertising - the TV spots, the magazine ads, the Hertz and Avis brochures - have to be in place by the time the new cars hit the showroom floor. It takes six to nine months to get the ads produced, but the cars haven't even begun to move down the assembly line so what did the advertising companies use for vehicles in their ads? They used the cars that my company put together.

The way it worked was that the auto company would have gone through a design process as much as three years before the car would be introduced. The design would go from the drawing board to technicians who would build a clay model of the car to use for other design purposes. One of the things they would so with the clay model would be to make a fiberglass mold of it. When the auto company was done using the mold for their purposes they would send it to us and we would use the mold to make fiberglass bodies. We would cut the steel body off of an existing car and then mount the fiberglass body to the stripped chassis and then send it to the paint shop for a paint job. It was a lot more complicated than what I just described, but that is the gist of what we did.

What happened then was that the ABC advertising agency would call and say that they needed a red four door in Palm Springs for a fourteen day shoot. We would load the car into an enclosed truck and take it to Palm Springs (or San Diego, Los Angeles, San Francisco - any place that had lots of sunshine in January, February, March and April). The thing was that when you drove that truck to Palm Springs you might not get home for months. You would be in the Springs and you would get a call telling you that as soon as ABC was done shooting you needed to get the car to Tucson so the DEF agency could shot brochures for Avis. Then a call would send you some place else. I've left Detroit in January and not gotten back until late May or early June.

Anyway, back to Andy. He was hired as a painter and he had worked for us for about six months before he was paired up with me for a location shoot. It was to a studio in LA and then from there to San Francisco and then down to Palm Springs. We were going to be gone for a little over two months. The company had a policy of paying for a plane ticket for your wife if you were gone from home for more than thirty days and on day thirty-one of our trip Andy's wife June stepped off the United Airlines 727 in San Francisco.

June was a cutie. Only 4'10'' and maybe -- just maybe -- 100 pounds, but a good part of those 100 pounds were tits. I didn't see much of Andy and June after our day was over. They were in their room catching up on what they had gone the previous thirty days without. Gradually they slacked off and we started going out at night drinking and dancing and having a good time. Andy wasn't much of a dancer and June loved to dance so she was constantly dragging me out onto the floor. I'm 6'1'' and when I danced with little June her tits were always pressing into me way down there and I couldn't help what happened. Occasionally she would come in contact with what she caused and all she did was grin at me and tell me that I was a dirty old man.

I liked Andy and he and I became good friends. Andy and I worked locations together several times over the next couple of years and every time he could swing it June was with us. Andy and June were crazy about each other, but that did not keep June from flirting with me. She flirted with me something terrible, but we both knew that it just fun. She loved dancing with me and when the inevitable happened she would giggle and tell me that I was a dirty old man.

And I was! If June hadn't been married to Andy I would have picked her up, thrown her over my shoulder and raced for the nearest bed. When we were home I usually had dinner with June and Andy once a week and after work on Friday Andy and I would stop at the bar with the guys from work and June would usually join us there. One of those Fridays as I was dancing with June and she was rubbing her tits all over me I said:

"You are an evil little bitch and one of these days I'm going to forget how much I like Andy and you are going to find yourself on the backseat of my car."

She laughed and said, "Promise, promises; that's all I ever get, promises."

I don't deny it; the attraction was there, the ache was there, the lust was in my head, but Andy was my friend.