(This is the concluding piece of my stories entitled "Daughters of Priapus." Although it could be read on its own, readers might find it informative to read the others first, in order to acquaint them with some of the characters that are mentioned.)

I glimpsed his erection through his boxer shorts, straining against the fabric, and then it disappeared into the pants he pulled on. But I couldn't take my mind off it. Like most women, I've appreciated the sight of a hard cock on my lovers, but it's not like the turn-on that men seem to have when they see a woman's breasts exposed. A man's smile or kiss or a caress will stoke my libido more than the sight of an erection. Or so I thought.

We were actors at a community theater. It's not a large theater, and there were times when we needed a quick costume change between scenes and the dressing rooms were too far away. So we'd just strip to our underwear backstage and slip into the next costume. It's routine, and usually there's not much to titillate you if you've seen people in underwear before. And it happens too fast, and the actors are too busy getting their own costumes changed, to spend time ogling each other. So I didn't expect this Saturday night to be different. And I certainly didn't expect it to change my life!

My own costume change involved a change from blouse and skirt to a party dress, so I'd kept my soft bra and panties on. First, the blouse came off. While I was pulling my skirt off, I happened to glance at Kent, who was exchanging his trousers for Bermuda shorts. There was no mistaking it: his penis was swollen, very long and fat, and clearly outlined in the sheer fabric of his boxers. I could even discern the outline of a very large glans. And was it my imagination, or was there the trace of a wet spot right where its tip would be? The next thing I knew, he was looking at me. And when he saw me looking back, he blushed.

I gave him a smile and a wink, to reassure him that all was well, and pulled on the dress for the next scene. The stage manager called "Time," the curtain went up, and we performed the next scene without a hitch, except that Kent's timing seemed a little off. We were playing the parents of the hero of the play. Kent and I had acted together a few times before, and had come to know how we could bring out good performances in each other. Good acting is like making love, and depends on giving your fellow actors space to develop their characters, instead of simply imposing one's own character on them and expecting them to respond to it. Kent understood that perfectly, and always gave me space to bring all sorts of things into the performance.

Kent was in his mid-sixties, tall and silver-haired, with a long face and large, strong hands. He had the lean hard muscles of an active man and, while he'd put on a few pounds over the years, mostly on his paunch, he carried them well. What struck people about him was his exceptional skills at listening and putting people at ease. His voice was a cello's voice, resonant and reassuring. And he was, to me, extraordinarily handsome. I'd sometimes wondered what he looked like with his clothes off, and whether he'd be as anxious to please in bed as he was on the stage. But I'd pushed those thoughts back as unprofessional. I'd almost convinced myself that he felt the same about me: a colleague, maybe even a friend, but not a lover. But then I saw that boner of his, and it set my mind awhirl.

We finished the play and were about to say our goodbyes, but something in me told me that here was an opportunity to know him better. So I invited him out for a drink. He accepted, and we went to a bar within walking distance of the theater.

"I'm glad you asked me out, Ginnie," he said as the drinks arrived. "I don't really know many of the other actors here. They're not my ... well, you know ... age group. You're far more mature than they are. What are you? Fifty?"

"Thanks for the compliment! I'm almost sixty."

"Well, you don't look it. You're quite attractive!"

I winked at him. "Does that explain what I saw in your shorts between scene four and scene five?"

He grinned sheepishly. "You saw that? I'm sorry."

"I'm not! I enjoyed it! I almost found myself imagining that it was for me." I gave him a quick wink.

"No need to imagine it! To tell you the truth, that erection was your fault, Ginnie. I've been admiring you ever since we met. Can I be honest with you? I've always been fascinated by the way you move and talk. And when you pulled your blouse off and gave me a peek down your bra, I was struck by how beautiful and soft your breasts looked, and how they swayed as you bent over. Now what man could resist that?" I blushed and smiled.

"But that's not all," he continued. "I was struck by how un-selfconscious you were about being half-dressed. Most of the women seem to try to hide it. They turn around, they crouch, they glare at me when I just glance at them. Not you."

"Well, we're all adults here. What's to get upset about? And men get erections from time to time, right?"

He smiled. "Well, in my case, it's worse than that. I have an erection almost all the time, of one degree or another. When I was younger, I was always being embarrassed by it. Gym classes were always a torture for me. And it didn't do my marriage any good."

"Are you married, Kent?"

"Not now. My wife and I divorced ten years ago. She'd been battling depression for years, and the only medication that worked for her also killed her libido. My erections made her uncomfortable. I guess it was because they were a reminder that I needed things that she couldn't give me any more. I tried to be understanding about it, but it just didn't work out."

"I'm sorry."

"Well, she's happier now that we're apart, so there's nothing to be sorry about. The pressure's off, and we're friends again. That's the important thing."

"May I ask you a personal question, Kent?"

"Well, our conversation is already pretty personal, so go ahead. Like you said, we're all adults here."

"Do you miss the sex?"

He gave me a long look. "Yes, Ginnie, I do. I have a high sex drive. If you want to know the truth, I masturbate at least once a day. Sometimes twice. Sometimes I have to, like when I'm going swimming, I have to lose the erection so I can wear my swim trunks. Otherwise, I'd be giving people a show they might not appreciate."

"I appreciate your honesty about this. If it makes you feel better, I masturbate at least once a day, too. Usually twice. Does that surprise you?"

"Really? Somehow I didn't think women did that! At least when they get older. I thought that your libidos kind of faded once menopause sets in."

"In my case, it did. I've only recently revived it, a couple of years ago. Before that, I hadn't had a real orgasm in over twenty years. To be honest, I didn't know what I was missing."

"What changed, then?"

I gave him a level look. "Would you believe that I was seduced by a woman almost young enough to be my grand-daughter?"

"No!" he laughed. "But I wouldn't blame her if she did!"

"It's true! It took her a while, but she re-lit the fires. And after that, there were more women, and two men. I think I like men better, though."

"Why? I mean, I have absolutely no problem with gay sex, although I'm not into it myself. But what's the difference, for you?"

"Well, with women, the sex is good, but there's something still missing. Some sort of emotional contact, I guess. There's still a part of me that wants to be a woman to a man, to complement my yin with his yang. It's hard to express."

"I think I know what you mean. I've wanted that, too, since my wife and I broke up. I haven't been with anybody since then. But I do want to be a man to a woman again. I'm just not prepared to pay the price, that's all."

"Price? What price?"

He sipped his drink in silence, pondering what he would say next. Then he found the words. "Ginnie, I'm a terrible ex-lover. I've broken up with three women in my life, including my ex-wife. It's devastating to me. I don't know if I can stand to go through all that again, particularly with somebody I'm still going to have to socialize or work with, like you."

"Can't you just be a 'friend with benefits, ' as the kids say, or do you feel you need to make a commitment?"

"I don't know. For me, it's always been a committed relationship. At least since college."

"Well, why don't we try?"

"What are you saying, Ginnie?"

"I'm saying 'Take me home. Make love to me.'" I reached under the table, touched his crotch, and traced the erection pressing against his trousers. "I want to feel that cock inside me. But I promise that I won't expect anything but sex from you."

We stood up and hugged. I held him tight and felt his stiff penis pushing against my belly. We kissed. And then he drove me home.

It was a curious mixture of pure lust and giddy shyness. We undressed each other, and his erect penis, now exposed, was impressive. It was larger by an inch or two, and definitely thicker, than any others I'd had inside me. It was circumcised, had a graceful curve upward, and was capped by a large glans that was wet with fluid. And it was very, very hungry; it was bobbing up and down with his heartbeat. He undressed me and, when my bra was off, fondled my sagging breasts, lifting them and letting them fall, pressing them against each other, and pinching my long nipples and sucking on them hungrily. I needed no foreplay; when he slipped my panty-hose and my panties down to reveal my vulva, they were already wet. I wanted him inside me. It was as much curiosity as lust; would I actually be able to accommodate an organ that size?

As I lay on my bed, he removed my underwear. I spread my legs invitingly, and he stared at my vulva with its gray muff and generous inner lips ... my "curtains," as the girls in the sorority called them ... which I pulled apart to expose my hole. He could not take his eyes off them. I was suddenly afraid that he didn't like what he was seeing. Would it be a turn-off for him, as it had been for so many other men? But then he pulled on them and stroked them and kissed them and sucked them into his mouth, savoring the juices that were welling up from my vagina. And then he was on top of me, guiding his organ into my sheath. There was a moment of discomfort as I felt my vagina being stretched further than it had ever been stretched before by a man, but it passed as I relaxed and found myself able to accommodate him. To my surprise, he could bury his shaft in me right up to the base, until our crotch hairs ground into each other, without me feeling it on my cervix; I hadn't realized my pussy was that deep. I tasted my pussy on his lips as we kissed. And then he began pumping, and within seconds he was cumming, filling me with his sperm, and then it was over. He groaned.

"Oh, I'm sorry, Ginnie! I wanted to last longer. I really did!"

I kissed him. "It's all right, dear. We have all night. It's been a long, long time for you. I understand." His penis was already softening, but I kept it inside me, treasuring its feeling of fullness. Even though I hadn't climaxed, I was happy, because I was sharing his happiness of satiety after a long fast. Somehow I was sure that he would make it up to me.

And he did. We played with each other's bodies, exploring all the creases and folds. His penis, although now softer, was almost as big as it was when it was erect, and begged to be sucked to hardness again. As for me, I felt myself being devoured. No man in a very long time had paid so much attention to every inch of my body. He licked my belly and pawed at my breasts, rolling them in his hand and sucking on my nips until I could feel their points touching the back of his mouth. Then his mouth was on my engorged clit, pressing on it, flicking it with the tip of his tongue. I showed him where and how to excite the sensitive front wall of my vagina, and gave in to the waves of pleasure that swept my body as his thick fingers pressed against that sweet spot as they plunged in and out of me.

By then, he was hard again, and I spread my legs to invite him in. This time, he pleasured me for what must have been fifteen or twenty minutes, taking it slow and teasingly, letting the cap of his penis glide along every square inch of my now expanded vagina as he kissed my neck and squeezed my nipples. Not that I was keeping time. In fact, I came again almost as soon as he bottomed out in me, and was on the ragged edge of another orgasm as we fucked, slipping into ecstasy only after I felt his penis spurting its second load into me.

We drowsed off that way, with his thick cock still inside me. When I awoke the next morning, he was lying beside me on his back, with that cock rock-hard again. I gripped it as I kissed him awake. Then I straddled him and eased myself down on his erection, my breasts swinging as I moved up and down his shaft, letting my nipples graze the silver hair on his chest. "Oh, Ginnie..." was all he could gasp before he came. It was just as well, because I found myself sore after last night's exertions. So while still straddling him, I lifted myself off him and masturbated my clit to a gentle orgasm, wetting my inner lips with his sticky sperm as it oozed from my slot. My other hand went to my left breast; I grasped the nipple, lifted my breast with it, and gave it a shake. His glance darted between my tits and my crotch. It was obviously the first time he had ever seen a woman masturbate in front of him.

"Ginnie," he said at last, "you are full of surprises!"

"And I'm hungry, too," I replied. "Want some breakfast?"

We never got dressed that day, until the late afternoon sun shone through my bedroom window. We spent the day fucking and talking and drinking coffee and wine. It was as though he had ten years of pent-up libido, and I found to my amazement that I could match him cum for cum. Between fucks, we cuddled and chatted. He delighted in playing with my inner cunt lips and my nipples, which (he said) were the largest and longest he'd ever seen on a woman. In turn, I played with his cock, which never really went soft but had the firmness of a frankfurter even when he had just climaxed. He swore that drugs had nothing to do with it, that he had been that way for his entire adult life.

"I have to tell you, Kent, that your cock is the biggest one I've ever seen," I told him as I squeezed it. "The guys must envy you!"

"To be honest, it's been a pain in the ass. Some of the women I've been with have complained about it being too big for them. And, as I told you last night, it's hard to hide when I'm swimming or whatever. I get all kinds of dirty looks, even from the guys, and it bothers me."

"I think I know how that feels. I get nipple erections all the time, and it can be embarrassing. I like to wear soft bras, and they don't really hide them. And going bra-less is really out of the question, particularly with tee shirts or summer dresses."

"I can't imagine a man being turned off by the sight of stiff nipples."

"It's not that. It's just that men seem to equate stiff nips with horniness. They assume that the women are signaling sexual availability."

He gave my left nipple a pinch. "Well, your nipples are stiff now. How am I to read that?"

"They're stiff because I've got a naked man next to me in bed! So, yes, I'm horny! What are you going to do about it?"

He chuckled and kissed my breast, and we snuggled. And when our libidos crested again, we made love, slow and teasing and with light hearts.

Well, that happy Sunday couldn't last forever. We had another performance that night, so we showered, dressed, and went out for dinner. He was unusually quiet, and I finally asked him what was on his mind.

"I'm afraid that I'm falling in love with you, Ginnie," he confessed. "It's not just the sex. You and I are alike in so many other ways, too. I suddenly found myself thinking about how wonderful it would be to never have to say goodbye to you again. And I am so afraid of another messy break-up."

I reached for his hand and squeezed it. "I'm not asking for any commitment, Kent. But I want to say that the past day has been one I'll treasure for the rest of my life. And I want to spend more days like that. And if we do 'break up' somewhere down the road, I will have no regrets. I will treasure each and every day as it comes. Good things don't have to last forever, but I'll be damned if I'll forsake them out of fear that they might end someday. Do you understand?"

He smiled. "I think so. If we do break up, I only ask that it be gentle. Please help me find the courage to face it, and give me time to absorb it."

"You have my word on that. And I think it will work both ways. Since my divorce, I've never had feelings for anyone the way I have feelings for you right now. And I'm a little scared, too. I don't honestly know where this will lead, but I'll tell you this. Right now, I've got to know how deep these feelings go. Will you give me the chance to find out?"