It was a fine Fall day. We had finished our monthly luncheon and board meeting. I’d hung around for a while, just chatting with the staff and other board members. We’d all gotten to be friends, as well as colleagues over the years.

Eventually, we wound down, and folks drifted off one or two at a time. I picked up the foam boxes of leftovers. I wouldn’t have to cook dinner for me and my wife this evening.

On my way out to the front, I waved at folks in their offices, maybe stopped to chat for a bit. It was a Friday, no one was real busy.

As I got to the last office on my right before the lobby, I heard Carol, our PR lady, call out. “Hey Mike, step in here a second.”

Now, Carol has been with us for eight years, I’ve been on the board for twenty, but we’ve known each other on and off for most of that twenty years. She used to be a reporter for the local daily, and we got to be friendly when I was on city council, and she covered our council meetings, as the junior staff reporter.

Carol was about fifteen years younger than me. Married, two teenagers, one about to graduate high school, the other a freshman in college. Her Hubby worked for the capital city parks and recreation department. Nice guy, quiet, a little reserved, in contrast to Carol, who was outgoing and a little boisterous.

She’s a big, stocky lady, an inch or so shorter than my 5’8”, and probably not much more than ten to fifteen pounds under my 180. She has broad shoulders and hips, thick shapely thighs and calves that she likes to show off in tight skirts and dresses and a big bust, the cleavage of which she’s also not shy about showing off. She has an oval, broad face, big, brown eyes, a big smile and short brown hair. I’ve always found her incredibly sexy and attractive, and tried to be careful about letting it show, as we’ve become casual friends, close enough to share a hug when we meet or a hand on the shoulder once in a while.

Today she was wearing one of her usual outfits. Tight red skirt that ended about three inches above her knees, bare legs, wide belt, silky white scoop necked blouse cut low enough to show a generous cleavage.

I’d had a very tough time not staring at her while she stood in front of the Board table giving her monthly report.

Anyhow, I said, “Sure, Carol,” as I stepped into her office. She was seated at her desk which was perpendicular to the door.

“Candy?’, she said, holding out a dish.

“Sure,” I said as I stepped over to the end of her desk. She turned in her desk chair to face me, bringing her spectacular legs right into my view. I dragged my eyes back to the candy dish and took a piece.

I saw a crooked smile on Carol’s face as she leaned forward, giving me a great view of her breasts. I stared, caught myself, and dragged my eyes back to her face.

“Mike, I know.” she said quietly.

“Know what, Carol?’ I said, confused.

“Mike, I know what you’re thinking when you’re looking at me.” She smiled up at me. “I know, because I think the same things, when I’m looking at you. I’ve struggled with this for a long time. I finally had to say something, because I know you’re too much of a gentleman to say anything.”

“Carol, I...” I stuttered. I could not have been more stunned, if she’d hit me over the head with a baseball bat.

“Mike, all the years I’ve seen you try not to stare at my legs, my boobs, my ass. You look, drag your eyes back up to my face (like you just did), and talk to my face. It makes me feel good that you treat me as a person, not a set of boobs, but it also feels good to know that you find me attractive and sexy. Yes, I’ve noticed a bulge in your britches from time to time.”

I was still flabbergasted, but I threw caution to the winds. “I thought I’d hid it better than that, but yes, I’ve always found you incredibly attractive and sexy. I just never imagined that you felt the same.”

“Oh, yeah. You hide it well. You treat every woman here the same, but from the first time we met, I somehow feel you getting aroused looking at me. I think it must be because I feel the same. Look...” She eased forward in her desk chair, her skirt riding up. She spread her legs wide, showing me that the crotch of her white panties was soaked.

“If we weren’t in the office right now, I’d pull these off and let you fuck me across the desktop,” she purred. “I bet your cock is rock hard right now.”

I grinned. “You’d win that bet easily, Carol. If you were to touch my crotch right now I’d probably cum in my pants. If you were across that desk, I probably wouldn’t last two minutes.”

“Oh God, Mike. That made my pussy spasm. We’d better stop this for now, or we’re going to get caught.” Carol said, as she gave a shudder. She pulled her legs together and sat back in the chair.

“You’re right about that!” My heart was racing and my mouth was dry.

“OK, here’s the deal. Every weekend, I go trail running in the state forest. I know you hike there, too. I’ll met you at the parking lot in front of the old pool about 8 am. That will give us a few hours.”

“I’ll be there. If something comes up and one of us can’t be there, let’s post a status on FB about doing something else by 7 am. Otherwise let’s assume it’s a go.” I said.

“Sounds like a plan. Don’t be jerking off tonight, I want you to save all that cum for me,” Carol winked at me.

“OK, but no playing with yourself, either, Babe! I want you on a hair-trigger.” I teased.

“Oh, count on that, Mike,” she smiled. She leaned way forward, giving me a look down her blouse at her bra-clad breasts. “Just a little reminder.”

I sighed. “I’d love to stay here and tease each other, but we’re going to get caught. I’ll see you ... all of you ... tomorrow, you sexy lady!” I winked.

Carol grinned. “That just made me shiver, thank you very much. Yes, you’ll see all of me!”

“Well, bye for now Hon.”

“Bye”.

I left Carol’s office with my heart still racing. In 40 years of marriage, I’d never cheated on my wife, even though she’d been confined to a wheelchair after the car she was driving was t-boned by a drunk driver, 15 years ago. She could still take care of herself, transfer from chair to bed, bed to chair, and chair to toilet and shower, but she’d lost all her sex drive at the time. I’d made do with my hand ever since. Now, things were suddenly changing. Tomorrow was going to be interesting.

The evening was typical, Judy and I had dinner, She watched TV, and I read on my Kindle and watched videos on my laptop from the other room. She liked to stay up late and get up late, while I was an early bird.

I took my usual shower and went to bed at the usual time, and woke without the alarm clock at my usual 6:30.

As I rolled out of bed, Judy came partly awake. “Whaddya gonna be doin’...?” she slurred.

I chuckled. “Going hiking up in the state forest. Need to get some miles on before it gets too hot, so I’ll be in shape to hunt this fall.”

“Allrigh ... be careful.”

“I will. Be back sometime this afternoon...”

“M’kay...” I patted her on the shoulder.

I grabbed my day pack, and threw the usual stuff in (water bottles, GPS, bug repellent, TP, and some baby wipes, and my little first aid kit, energy bars, etc. ). After thinking about it, I added a little blanket. Tossing the bag on my shoulder, I headed out to the truck.

It was about a twenty minute drive to the parking lot. I pulled in to see Carol’s car parked near the restrooms by the bath house to the old pool. As I got out of the truck, she climbed out of the car, wearing a dark green and acid green skin tight running outfit.

“You look fucking HOT!” I said with a big grin as I walked up to her.

“Why thank you, kind sir,” she winked, “can you guess what I have under this?”

“I took a good, long look. “Your birthday suit?”

“Close. I have a pad in the crotch, or there’d be a big wet spot on the car seat.” She giggled. “It was all I could do to keep from playing with myself in the shower.”

“So, how do we do this? I assume that you don’t want to get jiggy right here in the parking lot?”

“Probably not a good idea. OK- you remember when they used to have a riding stable here?”

“Yeah, that was probably twenty-five years ago. My daughter was just a little thing when I took her for a ride there.”

“Yeah- I did it a few times right after I moved down here, when I was working for the paper. Anyhow, the “Rattlesnake” trail head is right close to where the road out to the barn used to be. If you go up the trail about a quarter of a mile, you’ll see a barbed wire fence on the right. Crawl through it and walk straight away from it, and in about fifty feet, you’ll come to a little creek. Follow that to the right until you come to the old stable. I’ll be there ahead of you, since I’m running and coming in from the other side. I know a perfect spot for us to get better acquainted.” Carol winked again.

I grinned back. “OK, Babe. You head out and I’ll follow at a more sedate pace. Besides, I get to watch your ass in that tight outfit. I hummed a few bars of Trace Adkins “Honkytonk Badonkadonk”.”

“You’re awful! Anyhow you’ll get to see all of me shortly!”

“I can hardly wait!”

Carol shouldered a small pack (packlet?) and jogged off. I enjoyed the view for a few seconds, then walked back to the truck and got my own pack out and shouldered it. I got the straps and waistband adjusted comfortably, put on my hat, and headed out in the opposite direction. There was a trail behind the pool that cut across a hill and connected with the “Rattlesnake” about a half-mile away.

I was actually in decent shape for an old fart, so I made good time over the hill, and across the road to the trailhead. The trail ran straight away from the road and up a bank, then sidehilled for a ways. The fence was hard to spot, as the brush had grown up on both sides. I eased my way through the brush trying not to leave a track, and slipped through the fence. The brush on the inside was thicker, if anything, but I was able to slip along down the grade, until I found the little stream, and follow it to the barn.

I followed the side of the barn around to what was (notionally) the back and found Carol waiting.

“That didn’t take long! You must be eager!” she teased.

“Of course I am!” I said as I took her in my arms. Carol hugged me back. I pulled her into a hard kiss. She gave back as good as she got. Our tongues thrashed against each others. I got even more excited, if possible. I let my hands drift down to her ass and began kneading the cheeks, pulling her crotch against mine.

“Oh God, Mike. Feels so fucking good...” Carol purred. “C’mon with me. We can’t do what I want to do out here!” She pulled herself away and grabbed my hand, and led me over to the other side of the barn. “Look here,” she said, “I found this a couple of years ago when I got caught in a hailstorm when I was running the lower part of the road. I remembered the barn and ran up the old access road, which was gated and blocked with a berm.” We came to a metal door, which appeared to be padlocked, with the window covered in plywood. Carol turned the combination wheels on the lock, gave a tug on the lock, which popped right open. She grinned at me. “When I ran up here before, the lock was hanging open, whoever locked it last forgot to spin the wheels. I ducked inside out of the weather and explored a bit while it was pouring.”

“Amazing! If I didn’t know there was a barn here, I’d have never found it.”

“As far as I can tell, no one comes out here, ever. It’s like it was forgotten. I left a thread around this padlock once, just out of curiosity, and it was still there every time I checked it. Same with inside, I’ll show you.” She opened the door and went inside. The door led to a big open area that was partitioned off into stalls on either side. It was lit, dimly, by translucent panels on the sides, right under the eaves. There was a set of stairs leading to a second level (maybe a hayloft), and what could have been an office area on the ground level.

A thought occurred to me. “Carol, you’ve probably thought of this, but if the door is closed, we can’t put the lock back on, and anybody could walk in, unlikely as that might be.”

Carol chuckled. “Oh, ye of little faith! Watch and learn.” She led me across the barn to a big sliding steel door. There was a smaller door set into it, with a heavy steel bar holding it closed. Carol lifted the bar out of the hooks and opened the door. “Now, go put the lock back on the other door and come back here! I’m getting hornier by the minute!”

I grinned. “Me, too!” and did as I was told. I took note of the combination before I reset the lock to “0 0 0 0” and relocked the door. “3 1 4 1- how imaginative.” I chuckled to myself.

I went back inside and Carol barred the door behind me. “C’mon!” she said, grabbing my hand again. She led me to the stairway and up to another door at the top. This one was unlocked, and we went inside. It was as dark as the inside of my pocket, until Carol fumbled around, and found the light switch. The lights came on, and I found that we were standing in a bunk area. There were four sets of bunk beds along each wall, and a small separate room under the eaves. Carol led me into this, turning on another light. To reveal a sort of “dorm room” with two twin-sized beds, both of which still had sheets and mattresses on them. “Voila! I told you I knew a perfect spot!”

“You were right Sweetie! What the heck is this place for anyhow?”

“I rooted around in the desk, and found some papers that make me think that this was intended as a base for a firefighting crew, back when there was still a set of fire towers around. I imagine that the people that rented the stables from the Forest authority used it for group camp outs and the like. There is a little kitchen/dining area downstairs, with the offices. I can’t believe they left the power on, there is even water from a frostproof valve downstairs. I figure they kept equipment here, too. Anyhow- the mattress isn’t too musty,” she winked. “C’mere!”

I dropped my pack and stepped up to Carol, who dropped hers and came into my arms. My heart was pounding as we kissed again, hard. Our hands roamed over each other’s backs. I kneaded her butt cheeks, and pulled her crotch against mine. My cock was throbbing with need.

“I want to see all of you, my sexy lady!” I whispered in her ear.

“God yes- I need you so badly, Mike!”

“Allow me, Beautiful!” I took the zipper for her top and lowered it slowly. Carol’s big soft breasts nearly popped out of the tight Spandex top. Her big, tightly crinkled aureoles and nipples were dark reddish-brown, the nipples tall and erect, ready for my mouth. I finished unzipping her top and let Carol finish peeling it off. I moved on to her bottoms,, which just peeled down like a second skin. I knelt and untied her running shoes. She stepped out of them and her bottoms to stand naked before me.

I’d always fantasized about Carol’s body, but the real thing was beyond my dreams. Her shoulders were broad and strong, her chest large, and waist somewhat thicker than fashionable. Her hips were also broad. Her breasts sagged gently, her belly was also soft over a core of muscle, with some stretch marks from her pregnancies visible. Much of her skin was nicely tanned but the more “interesting” parts were pale from being covered by her bikini.

Her calves and thighs were thick and muscular, with just the right amount of softness. Her pussy was shaved bare, and very wet, the moisture glistening under the light. My cock, already rock-hard and throbbing, gave an extra twitch at that sight.

“My God, Carol, you’re more beautiful than I imagined!” I licked my lips. “I can’t believe that you actually want an old guy like me.”

“Oh come on, Mike, I know I’m not beautiful.” She shook her head. “I’m 50 years old, I’m built like a tank, my boobs and butt are sagging, and I’m not very pretty, to begin with.”

“You’re exactly wrong, Carol! I’ve thought for years that you may be the sexiest, most lovely woman I’ve ever met. You check all the boxes for me. Big, strong, voluptuous body, lovely face, great sense of humor, smart as Hell.”

She smiled. “Thanks, Mike, you’re good for this old gal’s ego! Now, aren’t you a little overdresssed?”

I grinned back. I leaned in and gave her naked pussy a long slow lick. Carol moaned and I felt a tremor run through her body.

“Perhaps I am a bit over dressed. Would you care to help remedy that situation, Milady?”

“I think I can be of assistance, Milord.” Carol grinned. “If you’d care to stand and remove your shirt, I’ll handle the rest.”

I stood and began practically ripping off my shirt, whilst Carol knelt, and untied my boots. I raised each foot in turn, and Carol tugged my boots off, followed by my socks. She undid my belt and unzipped my fl, then unbuttoned my pants. I barely had to suck my tummy in (OK, more than barely).

She let my pants drop to expose my black boxer briefs, with the bulge in front. There was a big wet spot of precum just below the waistband.

Carol chuckled. “Looks like someone is excited.” She winked at me. “I think I’ll let him out.” She pulled the waistband out and over my hard on, then down, letting the briefs join my pants on the floor. My stiff cock jutted out at her. As we watched, it jerked slightly, and a large drop of clear precum formed at the slit and slowly eased it’s way toward the ground in a long, thin stream.

“God, Mike, you have a lovely cock! Do you have any idea how long it’s been since I saw a hard cock?” She ran her hands up the back of my thighs.

“Doesn’t John uhhhh...?” I stammered.

She shook her head, sadly. “I don’t know if you knew, but John had leukemia and had to have a bone marrow transplant 12 years ago. I don’t know whether it was the radiation and drugs they used to kill off the marrow, or the anti-rejection drugs, but since then, he’s had no interest in sex at all.” Carol looked up at me, with tears in her eyes. “Mike, I love John more than life, and I’d never want to be married to anyone else, but, dammit 12 years of no sex with anything but my hands and toys is too much. When I realized how you saw me, and how much of a gentleman you are, I just had to take a chance.”

“My God, Carol! I never imagined that we’d be in the same boat. It’s been 15 years for me, ever since Judy got T-boned by that drunk bastard! She can still take care of herself to a large extent, but she has no interest in sex. It’s been so long that I don’t even try any more. I just watch porn and jerk off.” I shook my head. “Like you, I don’t want to be married to anyone else, and I’d never have looked for someone, but I’m glad you took a chance!”

“Well, the dry spell ends today! On that note I think I’m going to get a taste of what I’ve been missing.” She winked and smiled up at me, then leaned in and gave the head of my cock a long lick, taking care to get the dribble of precum. I shuddered and my cock spurted yet another gob of the clear fluid. Carol giggled and licked it up as well. “Nice. It’s been way too long since I got a taste of this! You taste good, Mike!”

“Carol, honey- I’m not going to last very long. I almost came just then!”

“Goody! Let’s just take the edge off, then Big Boy!” She gave a chuckle, then engulfed my erection with her mouth. I could feel the fierce suction she was giving me along with some furious tongue action on my cock head. The feeling was nearly overwhelming, and doubly so, when she started bobbing her head up and down my shaft, getting a bit deeper each time.

Oh God, Baby, it feels so good!” I gritted out. “I’m not going too hold out long!”

“Ummmmhmmmm...” I could hear Carol’s muffled reply. The vibration added still more stimulation.

Carol kept up the action until she got a little too deep. She gagged a bit, pulled off and coughed a few times.